The Things We Do
by hear the whispers
Summary: In which Ursula returns with a terrible warning for the future, and to save the woman she wishes she never left behind. Sea Devil. Minor Outlaw Queen and Captain Swan.
1. Chapter 1

**_I've discovered a new ship and I love it and the show ruined it within a few episodes. So this is an attempt at fixing it, while still focusing on the actual story line. It was going to be a oneshot but it just kept going so its become a multi chapter. _**

**_I actually love the Queens of Darkness seriously. So Sea Devil _****_is primary, with a fair bit of Outlaw Queen and Captain Swan, basically the canon ships. _**

**_Disclaimer: nothing is mine. _**

**_I hope you enjoy! _**

* * *

_T__he Things We Do_

* * *

When Ursula steps onto the beach, her first thought is that there is something wrong.

The sky is dark, soot and charcoal and hard iron grey, heavy and threatening and still, like a warning, the calm before everything breaks. It is too quiet, and it takes Ursula a moment to realise that it is because there is no wind. The clouds are still and unmoving, and the sea a gentle ripple at her back, because there is no wind, not even the slightest breeze, and the air is tense and heavy and suffocating, and it is all wrong.

Ursula takes a deep breath, and she can taste the magic in the air, dark and deadly, and a jolt of fear hits her heart, _what has happened in her absence. _

She walks away from the sea, the salt clinging to her locks, the sand sticking to her toes, and tries to push away the thought that she won't be returning to it.

* * *

A silence hangs over the town, the stillness like a physical force that pushes at her, pushes her back, warns her away. There isn't a soul to be seen. She stands in a shadow cast by a closed and shuttered shop, hands deep in her pockets, and she can nearly taste the fear in the air. She's returned to her mortal clothes, her tentacles well hidden, but they're agitated, reflecting the unease she can feel coursing through her. She curls her toes in her boots, feeling the grains of sand still sticking to her skin, her fingers curling into fists. She hadn't expected this. She'd thought that she'd come back and find Cruella and apologise and get them out before all hell broke loose. It seems that somehow, she miscalculated. Something has already happened. She just has to hope that it hasn't happened yet.

For a moment, Ursula is at a loss. She doesn't know where the danger is coming from, or who, so she doesn't know where to turn. She closes her eyes for a moment, calculating her options. When she stretches out her magic, searching for anything familiar, its hesitantly, carefully, she doesn't know whats happened here and she's wary of being detected. The air is thick with the Dark One's magic, suffocating and purple and wrong, and there is another here, just as strong, something coiling and dark and… green?

Ursula shakes herself and moves on, searches deeper, further, every muscle tense, on edge for the slightest sign that she has been discovered. And then her magic slams into a wall, a protective burning shield of red and white and apples, and she stops. She lets her magic go, and leans back against the side of the building with a heavy sigh. There is no sign of Cruella's magic, its hidden too deep beneath the suffocating dark magic that has this entire town silent and falsely calm, but its there, there is a hint of it.

She shakes her head and her tentacles curl tightly. There is really only one place she can go.

* * *

Ursula keeps her hands above her head, tries to show that she means no harm, because she knows that she is being watched, can feel it heavy and prickling on her skin. She pauses at the steps to the mansion, eyes flickering between the windows, looking for movement. _There._ There is a man at one of the windows, a man with a crossbow, trained steadily on her, his face is unfamiliar to her, but its strong and determined. Snow White, precious, heroic, murderous Snow White, stands at another window, an arrow trained on her, and rage spikes in her stomach, her tentacles snap and uncurl, she hates that woman, hates her in a way that she once hated Hook, because no woman should be able to stand and believe herself pure and right and just, when she destroyed a baby's fate, determined it from the beginning, and she had no right, no _right. _

She has to force herself to calm down, forces herself to think of the reason why she is there, of the woman she is trying to save, and the danger in this situation.

The door swings open suddenly, and Regina stands on the threshold, a frown furrowing her brow, real concern alight in her eyes, and it surprises Ursula for a moment, stuns her into silence, because sometimes she forgets that this woman has truly changed. 'What are you doing here, Ursula?'

The woman sounds exhausted, and it alarms Ursula, the lack of ice, the usual sharpness gone from her voice, the barb _sea witch, bitch, squid, _missing from the greeting. Again, alarm rears its head, and she is surprised by how calm she sounds when she answers. 'I… I came back to warn you all. Something bad is going to happen'.

Regina raises her eyebrows, surprise briefly colouring her expression, before its replaced with something that makes the fear in Ursula's heart swell. Sympathy. 'I'm afraid that you've wasted a trip. Something bad has already happened'.

Ursula forces the fear down as Regina beckons her into the house, and she immediately feels the protective shield fall over her, warm and comforting, an embrace of fur and a whiff of gin, and for a wild moment she imagines that Cruella is there, before remembering the nature of protection charms.

Regina shuts the door and locks it, turns to her with that a same tired expression, and runs a hand through her hair. 'Tell me, what did you want to warn us of?'

Ursula's aware that the strange man has joined them, he moves to stand behind Regina, but his cross bow is no where to be seen, and there is no hostility in his gaze. It strikes her that this man is at ease because Regina is, that he trusts her judgement, and she's not sure why that makes her throat tighten. There is something familiar in the silent communication that seems to pass between them, and she knows it, because she had it, before she threw caution to the winds, and abandoned what she had for a life she'd left behind.

She wants to demand that they tell her whats happened first, but something stops her, fear of the inevitable perhaps, but it stops her nonetheless. 'I'm sure you're familiar with Oracles, Regina. There is one in my father's realm. Her connection to the sea, to the deep roots in the earth, and the currents that flow there, is one that traverses all physical boundaries. Her magic is so powerful that sometimes she glimpses the futures of different realms, especially if connections between certain people are strong'. She stops herself there, wary of revealing too much, too much of something she doesn't quite understand herself. 'She had a vision of your futures. Of this place, and the people trapped here. I came back, because I wanted to help you stop it. I wanted to… protect a friend'.

Regina exchanges a glance with the man, biting her lip slightly. 'Ursula…'

The sea witch holds up a hand, her expression taunt. 'I know something has happened. I'm not a fool. I sensed it the moment I stepped onto the beach. I believe however, that what the Oracle saw hasn't actually happened yet. It was too…devastating. What I felt was tension, not grief. Not loss'.

For the first time, Regina looks afraid, and the man places a hand on her shoulder, his jaw tense again, worry churning in his eyes. He has blue eyes, and for a moment the sight of them makes Ursula flinch. Regina's voice is harsher when she speaks again, edged with fear and worry, and Ursula knows that something has happened, something upsetting, and the thought that there could be something worse on the horizon terrifies this woman. 'What exactly did the Oracle see?'

Ursula takes a deep breath and shakes her head, her hair bouncing around her face. 'Regina, I want to help. But I need to know something first'.

Regina and the man exchange another glance, and the pity has returned in Regina's eyes. The former Evil Queen sighs, and again Ursula is struck by how exhausted she looks. 'Ursula, Cruella is alive'.

The _but_ in that sentence is as loud as if Regina had shouted it, and Ursula's tentacles unfurl, snapping into the air and quivering, threatening and angry, and the man jerks backwards, his expression alarmed, but Regina holds her ground, hands extended, understanding the fury and fear in Ursula's eyes, because she knows it all too well. 'We've done nothing too her, I promise you that. But…we're not exactly on her side'.

Ursula can't understand why Regina is being so cryptic. 'Are you telling me that the reason for the fear in this wretched town and all of your uneasiness is because of her?' She can't say it, can't say the woman's name, and it is so telling and she hates it, but she can't bring herself to say it.

Regina shakes her head. 'I'm afraid its far more complicated than that. If you want the full story, it'll take a while. But… we have something of a new - or old - adversary, who recognised the potential in Cruella's gift of persuasion, and fed it. She's become a tool, Ursula. A tool who isn't even aware of what she's doing. A tool who can essentially turn even the strongest of us into other tools'.

'She's a danger to us all'. Ursula's mouth twists in a snarl at the familiar voice, and she turns to see Snow and David descend the stairs, their expressions wary and angry and they do not look at all pleased to see her. She does not care, not one bit, she hates these two and their inability to understand that nothing is black and white, nothing, nothing is as simple as good and evil, and she thinks that it makes them worse in a way, worse than her, worse than Cruella, because they took a baby and cursed it before it had any chance, and the thought makes her sick to her stomach.

'Still keeping that precious secret of yours, Snow?' Ursula rarely addresses David if she can help it, because she recognises that Snow makes the majority of the decisions here. 'Afraid that I'll tell everyone about it?'

David steps towards her, his blade out, and Ursula nearly laughs, her tentacles waving around her lazily. 'You're not welcome here, sea witch'.

Snow puts a hand on his arm, 'David', her voice is quite, a warning, and Ursula understands that Snow is wise enough to realise that she has valuable information, and that they want to get it before they deal with her, and she has a good mind to curse them both.

Regina steps in front of her, and its the most startling thing she's seen all day. 'Will you two calm down? God, and you think I have trouble putting my past behind me. Ursula came back to help us. There is no need to threaten her - rather fruitlessly I might add'.

Snow does not look convinced. 'How do we know that she isn't here as an inside job? Working with them again?'

Regina sounds exasperated, and Ursula is at a loss to understand how she's earned this woman's trust. 'I take it neither of you remember that Ursula got her happy ending? Got what she'd been searching for, without anyone coming to any harm? What would be the point of coming back?'

Neither says anything, but they look far from happy. There is an uncomfortable silence, and Ursula chooses to stare at the man who watches Regina with love and care and trust. It makes something ache in her chest, the slight tilt of his head, the crinkles at the corners of his eyes, even though he looks worried, he looks at her, and there is love in his eyes.

It makes the hole in her heart burn.

She rubs a hand over her face and snaps, 'can we just get to the point, please? What exactly happened here?'

'Ursula?' She turns her head to see Hook standing in a doorway, the Saviour by his side. They've clearly been standing there for a while, because neither look surprised to see her. He smiles at her slightly, and there is something like compassion in his eyes. 'You might want to sit down for this. It's a long tale'.

She shrugs, fights the urge to throw her hands in the air. 'As long as you actually tell me, and stop with this whole circling around the point thing'.

They move into the living room, and the atmosphere is thick and tense and she could not care less. She sits in an armchair, her back stiff and straight, and crosses her legs. Regina sits on a couch beside the stranger, turning to face her, and Snow and David fall into another, and Ursula thinks that the pair of them look like sulky teenagers.

She lets the silence continue for a moment, enjoying watching Snow and David shift uncomfortably. Then she sighs. 'Regina, tell me what happened'. She will not beg for information, she's not a villain but she has her pride, and they are not friends.

Regina runs a hand through her hair, and leans against the man sitting beside her. Its slight, a small movement, but Ursula has seen it, experienced it, before, and she knows what it means. 'The first thing you should know is that Mal found her child. Or her child found her. But they've been reunited'.

Something warm blooms in Ursula's heart, and she can feel the smile gracing her face before she can stop it, and she's not entirely sure if she cares. Regina smiles back, and Ursula remembers that they were friends, her and Mal, before everything truly went to shit. But then the smile slips from the other woman's face and she sighs heavily. 'The problem was, Rumple wasn't exactly pleased that all his allies had found their happy endings before their usefulness to him had run its course. I think we all', and here she casts a meaningful glance at Snow and David, where they sit next to the Saviour and Hook, their expressions dark, 'can recognise that Rumple was the one we needed to be worried about. You three were just looking for your happy endings. He's trying to rewrite the nature of things, because he's trying to avoid the truth that he's ruined his own. Once Mal had reunited with her daughter, it was just him and Cruella. And Rumple didn't feel secure with just the two of them, and his goal to corrupt Emma as yet unrealised'.

She takes a deep breath, and the man beside her rubs a hand over her back, slow and steady and comforting. Regina seems to take some strength from it. 'He located a powerful witch who he believed would listen to him, and become the ally he needed. The Wicked Witch of the West… my lovely older sister'.

Ursula blinks rapidly, suddenly understanding why she felt that the foreign magic here was green. There are a million questions running through her mind, but she has the terrible feeling that they are running out of time, so she ignores them for now. 'Go on'.

Regina nods her head and runs a hand through her hair again. 'I don't know how Rumple convinced her to join their side, but the next thing we knew, we had a lot more to worry about than we were ready for'.

There is a pause, an impatient silence, as if Regina is waiting for her to ask the question burning on her tongue. She does. 'What does this have to do with Cruella?' The name sticks in her throat, it sounds raw and painful as it falls from her lips, and she hates it, hates the weakness, hates the way Hook frowns at her, as if he suspects the truth.

Regina takes another deep breath. 'We don't know what happened exactly, between the three of them. But several days ago, not long after Zelena had been in town, Cruella contacted me. She said that she had some information, and that they - Rumple and Zelena - were going to go too far. She wanted to help us'.

There is a scoff, a disbelieving sound from opposite them, and then Ursula turns, she is not the only one glaring at Snow. Snow holds up her hands, chastised by Emma's hard gaze, and Regina continues, her voice tense. 'We arranged a meeting. But when Emma and I went to meet her… she attacked us. Rumple has done something to her powers, heightened them, if you will. She can control more than just animals now. She very nearly managed to turn us against each other, but luckily, Robin and Hook arrived in time to help us fight it off'. Robin must be the man with a hand on Regina's back, must be, there is no mistaking the tenderness in Regina's voice when she says his name.

Ursula is frowning, her mind racing to process all the information. 'So Rumple increased her powers, and you believe she was trying to set you up? To turn you to their cause?'

Regina shakes her head, ignoring the looks Snow and David throw each other, but it is Emma who speaks, her voice low and tired and fierce. 'No. We believe that somehow Rumple and Zelena found out about Cruella's plans, and tried to turn that meeting to their advantage. Cruella… she wasn't in control of what she was doing. Her eyes were full of dark magic'.

'She's become a puppet, Ursula. And puppets inevitably get hurt. Thats the reason why the town is so deserted. On top of the danger of Rumple and my dear sister, we're at risk of being turned against each other. And unfortunately, we have no idea what to do next'. Regina sounds desperate suddenly, and Ursula understands the reason for her exhaustion, can picture the woman staying up into ungodly hours, trying and trying and trying to find a way to save them all.

'Can you snap her out of it?' She's picturing Cruella trapped in her own mind, screaming and screaming because the thought of having her power taken away, power over her actions and her body, used to make Cruella physically sick, it reminded her of a place she'd left behind, and Ursula has to force herself to swallow past the lump in her throat.

Regina shrugs. 'We haven't tried. We haven't been able to find her since she first tried to attack us. But… I believe its possible. I do. Its nearly always possible to break mind control spells. Cruella herself nearly broke out of it when we faced her. She was fighting it, the entire time, which is why Hook and Robin were able to help us break her control so easily. We think we haven't seen her because they've been trying to… solidify their control. If they could turn all of us against each other, if they could get Emma on their side, we'd be done for'.

Hook's arm tightens around the blonde and silence falls over the room. Ursula remains sitting straight, but her tentacles uncurl from beneath her clothes, and drape themselves over her armchair, waving lazily above the floor. She takes a deep breath and closes her eyes, because there is a prickling behind her eyelids, threatening tears, and guilt stirs in the pit of her stomach. She left Cruella - her friend before anything else - without so much as a goodbye, without even a second glance, wrapped up in her ideas of happy endings to the point where she didn't even hear the voice screaming at the back of her mind _go back go back go back what are you doing what are you doing. _And it wasn't until she'd crossed through the portal with her father's arm around her shoulders, wasn't until she was back home that she realised that the hole in her heart wasn't filled, but gaping, and she'd dreamed of a black and white haired woman, of furs and warm blue eyes and she woke up laughing despite the tears on her face, because she was a fool, such a fool.

And now, now Cruella's had her own power turned against her, she's being controlled against her own will and Ursula knows what that will do to her, if she's aware of it, knows the fear the woman has of loosing control, of her past, Cruella's gone and its her fault because she just left, left when she should've taken her with her, and she has the urge to smash something. One of her tentacles unfolds with a snap, and she feels everyone jump, but she doesn't open her eyes.

'Ursula…we need you to tell us what the Oracle saw. Cruella wouldn't have come to me if it wasn't something incredibly serious, you know that'.

She does know that. Cruella has never been one to forgive betrayal. It makes Ursula's blood run cold to think of what Cruella must have found out. Ursula knows a moment in time from the result of Rumple and Zelena's plans. She doesn't necessarily know the final outcome. She takes a shuddering breath, and when she opens her eyes they are hard. 'I'll make you a deal. You promise me that you won't kill Cruella, that you'll help her, and I'll tell you what I saw, and aid you in this…war you're waging'.

Snow's expression turns stony, and David folds his arms over his chest. 'I thought you said that you wanted to help us - that you came back to warn us'.

Ursula shrugs. 'I did. But I don't want to see my friend killed because she got caught between you and your naive battles for the greater good. I want her alive. I don't particularly care if you see me as a villain for trying to ensure her safety'.

She meets Regina's eyes when she says the word _villain, _bitter and ashes on her mouth, and she's surprised to see that the woman is smiling. An honest, understanding smile, and she nods. 'I promise you that I'll do whatever I can to help break their hold on Cruella. If it comes down to it, I'll knock her out rather than kill her, okay?'

Ursula has a vivid image of Cruella's head cracking against pavement, her hair mattered with blood and dirt, and shivers. Emma speaks up from across her, her expression ernest. 'Look, we want to avoid as much blood shed as possible, unless absolutely necessary. I'm with Regina. And if you help us, we'll have a better chance'.

She smiles, a smirk pulling at the corner of her mouth. 'So the Saviour wants to save everyone. How very noble'. Her expression softens slightly, and she inclines her head slightly. 'I appreciate it. You certainly have a more… open attitude towards villains than your parents'.

'Watch yourself sea witch', David snarls, but Emma shoots him a look that Ursula cannot read, and he looks down, chastised, guilt furrowing his brow.

Silence falls once more, and its far from comfortable, but Ursula doesn't care, she has no problem making these people uncomfortable, no problem making Snow and her husband squirm.

'Before you all get excited, I don't have the outcome of what is going to happen. I only know a moment. You must understand that predicting the future is not simple. There are a thousand possibilities and a thousand outcomes to this plot'. Talking about the future with people who don't understand it is always difficult. Sometimes meddling with the future can be just as dangerous. You can sometimes inevitably cause what you're trying to prevent.

'The Oracle saw a moment. A moment she believes will come to pass, no matter what else happens'. She stops suddenly and scrubs a hand over her face, frustrated. 'Theres going to be a fight. A battle between the forces of good and evil', her voice drips with sarcasm, and Regina's mouth twitches in response. 'It does't end well. At the end of it all, you', she points at Emma, but her eyes remain on Regina, 'are corrupted, and you willingly lend your power to Rumple. It didn't make sense when the Oracle told me, but I'm guessing Cruella has a hand in it'.

'Well, thats easily solved. We just keep Emma away from your friend'. Snow's voice is bright, too bright, and Ursula thinks she has a headache coming on.

'There is more. The outcome, if you will. If things take the course the Oracle saw, Rumple will use his combined powers with Emma and this woman, Zelena, and he'll effectively become the author of the book'. Any amusement is gone from her voice, its stone and cold and it hides the fear the thought sends through her. 'Rumple will be able to write whatever outcome he wants, whenever he wants, and none of you will be able to stop him'.

Snow's face falls so quickly it is almost comical. But its Regina who looks the most stricken. The blood drains from her face alarmingly, and she reaches over to grab Robin's hand.

Suddenly its almost too much, being in this room surrounded by people who love each other, David has taken snow in his arms, Emma has turned her face against Hook's shoulder, and Robin is gripping Regina's hand until their knuckles are white, and they're all united and all together and it would have disgusted her once, would've made her skin crawl, but she's here because she left someone she loved behind, and she might never have the chance to love them again.

She gets up, without saying a word, and leaves, and Regina watches her go with a slight frown between her brows, and Ursula can feel her eyes on her back, and thinks that perhaps that woman understands more than she would like.

* * *

Ursula knows its stupid, stupid to be out when Rumple and the Wicked Witch are here, but she needs to clear her head, needs to feel the sea on her skin, the sand between her toes, she needs a taste of something comforting. She needs to get the thought of Cruella trapped and helpless out of her head.

She makes it out of Regina's mansion, keeps to the darkness, walks with her hands in her pockets and her shoulders tense, just encase she needs to get away quickly.

She makes it to the end of the street before she senses she's being watched. She turns immediately, her tentacles unfurling around her, but she then she freezes.

Cruella is standing behind her, surprising close, draped in her usual fur coat, and Ursula cannot see her face. Ursula knows immediately, instinctively, that it is no coincidence that she's appeared now, on her arrival. She has very little time to process that thought, to wonder where its come from, before Cruella moves.

Ursula backs up, hands and tentacles outstretched, as Cruella stalks towards her, a snarl twisting her red lips, and when the light falls over her Ursula gasps, horror and shock, because Cruella's normally blue eyes are purple, dark, dark purple, swirling with dark magic, and there are little purple veins around her eyes, tracing patterns to her eyebrows and down to her cheek bones and it looks painful, unnatural, and wrong. She's radiating magic, her own warm, silver magic, but its tinged, corrupted with purple and green and its suffocating, radiating from her skin like heat, and Ursula's back hits the wall and Cruella's mouth is opening and there is smoke around her lips. Ursula's tentacles lash out, curling around the woman's arms, holding her back, pushing her away, her hands shoot out to push against Cruella's shoulders, and her thumb brushes against the bare skin of her collarbone, and the woman freezes.

Ursula blinks, startled by the sudden lack of movement. Cruella stares without seeing, her neck strained and her jaw tense, and Ursula lifts her hand to touch her cheek, searching for a response, 'Cruella?'

Cruella jerks back, a pained sound leaving her throat, but she doesn't get far, because Ursula's tentacles are still wrapped around her, but she clutches at her head, and makes a noise that sounds somewhere between a groan and a whimper, her hands are so tense that her knuckles are white. Ursula lets her go, a hand still on her shoulder. 'Cruella?' The woman bows her head, clutching at her hair, her back bowed and her shoulders are trembling and Ursula wants to touch her, to help, but she's worried about tipping it the wrong way, worried that she'd be a distraction, so she stands there helplessly and watches the pain twisting the other woman's expression, and feels something in her heart break.

Cruella stretches out a trembling hand suddenly, waves at her, her voice strained and low, 'you need to go, darling'.

Ursula wants to take her hand, wants to wrap her tentacles around the woman and help her and hold her, but all she does is shake her head. She doesn't know what to say _i want to help let me help how can i help I'm so sorry i didn't come back sooner I'm so so sorry this has happened _but all she does bend slightly, tries to catch the other woman's eyes, reaches out a hand to touch her but Cruella recoils, and her eyes are blue again, that sharp beautiful blue but the purple veins are still there under her skin, and it looks like they're pulsing, this close, and with each pulse Cruella's hand tightens in her hair, she shakes more, and she's fighting it but she won't be able to for long. 'I can't…' _I can__'__t leave you I can__'__t I__'__m so sorry. _

Cruella reaches for the wall, leans against it, her breathing shaky and her eyes pained and she forces a smile that looks like a grimace. 'I can't hold it back for long, darling. As much as I hate to admit it, that green bitch is rather powerful'. She grits her teeth and winces and looks at her and her eyes are pleading, 'Darling, go. _Please__'__. _

In all the time that Ursula has known her, Cruella has only pleaded with her three times.

She places a hand on the woman's shoulder, her fingers tight and strong and she stares at Cruella with her jaw set and through a haze of purple Cruella can see the fury in her eyes, the determination, the raging churning sea, and it is reassuring. 'I will fix this, I promise'.

And then she runs.

* * *

_**So what do you think? I hope you liked it. Constructive criticism is welcome, as well as suggestions, because I haven't nearly finished writing it, but please, no flames. **_

**_I hope its in character. I don't think that this is too out of character for Ursula, because honestly, I don't really feel like she was much of a villain. The show actually never really showed us any of her villainous deeds. _**

**_Anyway, I hope it wasn't terrible! Please leave a review! _**


	2. Chapter 2

_**Thank you so much to all of you who reviewed this. I'm so glad that you guys seem to be enjoying it. **_

**_I hope that this one isn't a disappointment. As requested, there is some Ursula/Regina interaction. _**

**_Enjoy!_**

* * *

Emma finds her in the garden, sitting below an apple tree, her face tilted to the sky.

'You okay? You seemed pretty shaken when you got back'. The Saviour really does sound concerned, and it makes Ursula frown, her eyes still closed. This woman is something of a puzzle to her. She seems to forgive and forget too easily.

She had been shaken, visibly, her hands trembling when Regina opened the door, and she'd refused to explain what had happened, she'd shaken her head and made her way to the back garden, because she needed fresh air and it was the best she was going to get. Ursula opens her eyes, staring up at the cold sky through the thick leaves, and she can see Emma in her peripheral vision, hands behind her back, watching her with an unreadable expression. 'Well, sit if you must, there's no need to hover over me'.

Emma sits, and Ursula sees that she's carrying a beer, and the Saviour extends it to her with a slight smile. 'I figured maybe you could use a drink'.

Ursula hesitates. She knows that the Saviour wants to talk, can see it in her eyes, knows that this is something of a white flag, and if she takes it, the woman will think she is willing to talk. But she does need a drink, she really does, and its unusual. She's never been like Cruella, dying for a drink all the time, she's never used it as a coping mechanism. She's never been much of a drinker, sometimes she actually can't stand the taste, but she thinks of Cruella's eyes and the way she fought and the way she suffered for it. She takes the drink without looking at the blonde woman. When she takes a sip, the foamy alcohol passing down her throat, she thinks suddenly of a night with Cruella, when the woman had been so drunk Ursula had feared she would choke in her sleep, the night where she'd made the other woman comfortable and sat next to her on the bed in the half darkness, a bucket by her side, and Cruella had started talking, talking and talking and talking, about a past she tried to forget, a past she could never go back to, and her words had been slurred and her eyes barely open but Ursula's blood had gone cold with each word, and by the time Cruella had finished, she'd been the one who felt like she was going to be ill. And she'd looked down at Cruella on the bed and the woman had been looking back at her, tears flowing thick and fast from her sharp blue eyes, and she'd smiled and slurred, _'__I can__'__t go back, darling. Promise me you won__'__t send me back__'__. _She'd been delusional, and she'd passed out before Ursula could say anything, but she'd brushed the woman's hair from her forehead and promised her nonetheless, and in the morning Cruella couldn't remember a thing, but Ursula sat there through the night staring at the woman, and wondered why it was that every villain she'd ever met had such a damaged past.

'You saw her, didn't you?' Emma's voice cuts through her thoughts, and Ursula's fingers tighten on the bottle.

She nods, not meeting the woman's eyes. 'Regina was right. She can fight it. She let me go'.

Emma says nothing, and she's glad of it, what could this woman possibly say to her? But she does not leave, and the silence stretches on and Ursula listens to the absence of wind, the unsettling silence, until it becomes too much.

She sighs heavily. 'What do you want, Saviour? You'll have to excuse me, but I'm not really in the mood to talk'.

Emma gnaws on her lip for a moment. When she speaks, her voice is firm, but Ursula has the impression that she's trying not to push. 'I wanted to understand why everyone calls you a villain, when all you seem to have done is to ally with Maleficent'.

Ursula scoffs. 'Thats enough for some people. Your parents included'.

Emma grimaces. 'Look, I know better than most that there are two sides to every story. My parents... They did something terrible to Maleficent - and they know it. But they won't tell me anymore than it's because of her that she lost her child and-'

'Lost?' Ursula spits, fury darkening her eyes. 'They said she was lost? She was stolen, Emma'.

The young woman swallows heavily, and Ursula senses that she had already guessed. 'Can you tell me what really happened, please?'

Ursula raises her eyebrows slightly. She isn't really in the mood to satisfy the Saviour's need to understand her parents. But she finds it interesting that the child who had once had the greatest potential for darkness had such a realistic understanding of how good and evil worked. Perhaps it was being raised in a place where there was no way of simplifying the words. The Enchanted Forest was a dangerous place because of it's readiness to condemn, and it's refusal to forgive. Nothing was as clearly divided as the black and white of Cruella's hair. Ursula had always found that amusing, and had secretly wondered whether Cruella found it ironic that she carried around a whole naive belief system on her head.

'Maleficent told your parents that as a child of true love, you could either become a powerful force for good, or the darkest sorcerer that the land had ever seen'. She takes a deep breath - talking about this pains her, because it reminds her of their failure, and the terrible future for a child who'd done no harm to the world.

'To say your parents over reacted would be an understatement. They became obsessed with finding a way of ensuring that you would never become dark. And they found it. They stole Maleficent's baby, took the potential for darkness from within you, and gave it to her. Then they sent her to this world. Cruella and I... We tried to stop it, but in the process we were dragged through the portal'.

'Wait wait, I don't understand'. Emma looks bemused, pained, like she wants to disbelieve everything she's said, but can't. 'Every child has the potential for darkness in them. Why did my parents think that they had to find some way of preventing it?'

'Because they were monsters who were so wrapped up in their crusade for goodness and justice that the mere thought of you even having the potential for such a thing disgusted them. They saw nothing wrong with forcing darkness on an innocent baby whose mother was a dark witch'.

She's struck suddenly by a memory, of Cruella holding the sleeping child in her arms, her head bowed so that her expression was obscured, and she remembers staring at her black and white hair, and thinking that the baby had possessed that perfect balance, of good and evil, and that her future was possibly ruined. She remembers the taste of salt on her cheeks, remnants of a world she'd never see again, remembers Cruella screaming and screaming that they had no choice, that they had to give the baby up, and she remembers the agony in the woman's eyes, no longer ice and cold fire but rain and tears and pain. And then that memory is replaced, Cruella with purple smoke in her eyes, under her skin, the pain in her expression, the plea in her voice, and suddenly she feels sick.

Emma holds her hair back from her face as she empties her stomach, and when she wipes her mouth and looks at her, she's surprised and grateful by the absence of pity in her expression. She looks like she understands, she's far too pale and a little green, and somehow the understanding makes Ursula feel less like she's just shown weakness. She does not apologise for it though, she simply straightens her spine and sits on the bench again, and tries to ignore the feeling that this woman feels just as disgusted as she does.

'Can I ask you something?' Emma sounds disgusted, angry and upset, and Ursula wonders what it must be like, to learn that you're pure and good because your potential for darkness was given to another, to learn that your parents have darkness in their hearts that they will not acknowledge.

Ursula nods, rolling the beer bottle between her palms, the cool, damp surface as close to the sea as she will get, for now. Emma watches her for a moment, before asking quietly, 'if you and Cruella fell through the portal with Maleficent's child… how come you didn't raise her?'

Ursula closes her eyes, her jaw tight, and swallows thickly. 'We were… we were going to. We tried, for a time. But Cruella…', she thinks of the way the woman used to lie beside the sleeping baby, her brow furrowed and her eyes haunted, and sighs. 'Your parents gave that child the greatest potential for darkness. In you, it was balanced, the greatest potential for goodness, against the greatest potential for darkness. But in that child… the goodness was still there, the potential for it, but it was overshadowed. And Cruella realised that maybe the best influence for the baby, maybe the best chance for her to be good, to have a choice in her outcome, wasn't to be raised by villains'.

Emma's eyes widen. 'You gave the child up because you were afraid she'd turn out like you? But… you didn't have magic in that realm. There was nothing to corrupt her'. She sounds genuinely shocked, and for a moment Ursula thinks its judgement, but when she looks at her, ready to lash out, there is a strange expression written on her face, understanding and pity and something else that she can't decipher, and she isn't sure what to think of it.

Ursula isn't sure what to say. She could tell her that in a land without magic she discovered that Cruella harboured a deep self loathing. She could tell her that the label 'villain' was damaging and difficult to ignore and that you begin to believe that redemption is impossible, that happy endings are only for the good guys. She could tell her of the day Cruella's bloodlust turned inwards, that without her magic her self control crumbled, piece by piece, day by day, that she broke apart and drank and sat by the baby's cot and one day Ursula came home to find her holding the child and sobbing _i__'__m sorry i__'__m sorry I'm sorry you only have us_ and she'd realised that maybe Cruella was right, maybe they couldn't do it. She'd started to dream of a child raised by villains who did their best but didn't know how to make her good, of a child who hadn't been given the best chance because they couldn't bare to give her away.

It was only later, after they'd given her away, that Ursula had realised that she was thinking in the same way Snow and David had. She'd sat there and thought of the way Cruella had held the child in her arms, swaddled her in fur, and rocked her gently, she'd thought of the way she herself had brought tapes to listen to and how the baby had stopped crying every time she turned on the music, she'd remembered that every day they'd gotten up and done good by the child and they had been trying, and maybe that would've been enough.

She sighs, ignores the burning behind her eyes, and shrugs. 'The child had already had her future corrupted. We wanted to give her the best chance at not being influenced by any of the shit from our realm. We wanted the child to be raised by parents who didn't have the idea of good and evil engrained into their psychology no matter how hard they tried to ignore it. We wanted to give her the best chance at having a good future. So we gave her away'. And in the end, it tore them both apart.

Emma stares at her for a long time, and Ursula sits there and thinks about the good days, because there were many, in the beginning, when they thought they could do good by Mal's child, the days when she'd stay and look after the child while Cruella worked, and the days she'd come home from work and realise that she was thinking of it as home. She thinks of the days after, after they'd given the child up, the good days, the nights when Ursula would sleep without nightmares, and wake to find Cruella tucked under her chin, and she hadn't known what to think of it, at first, at all, and neither of them had addressed it, the magnetism between them that had not faded when they left the Enchanted Forest, and after they went their separate ways, after she pretended she would be able to forget, she'd felt it fade. And then thirty years later, older despite not looking it, and wiser, with the words _good _and _evil_ blurred into grey and moral choices, after three decades of doing the right thing by this world's standards, she'd seen Cruella again, same as always, and that pull had awoken in her heart, and when they crossed into Storybrooke and Ursula reached out and touched Cruella's cheek, she'd felt the sea in her bones, strong and free and _home, _and she'd realised what they had, and what they could, and thought she understood it.

And then they got caught up in all of this, in Rumple's own vendetta, his own crusade, and Ursula had stood there and watched the fire ignite in Cruella's eyes at his talk of happy endings, of the game being rigged, and she relayed how easy it was to fall back into what you were born believing, what was ingrained into your soul, because they both knew better, she knew Cruella knew better, after thirty years in a place that despite all its faults had a pretty good understanding of good and evil. And she'd thought she'd understood that, she truly had, until her father turned up and she felt five years old again, wanting his approval and wanting to please, and when her father had turned his back to leave her that child had cried out and she had missed him, she had, and everything else had fled her mind, giddy with the return of her voice, and she'd got her happy ending, she had she had (she hadn't). Because a happy ending wasn't just a voice and a return to normalcy, because it couldn't be normal, not after everything, you had to work at it, you had to, and the hole in her heart had gapped and bled.

'I understand'. Ursula shakes herself, turns to look at Emma, and the woman is smiling softly. 'I gave Henry up because I wanted to give him the best chance I could. So I understand'.

Ursula smiles, but she's not really listening, she's thinking of the way Cruella looks when she's sleeping, soft and vulnerable and tired, she always looks tired when she sleeps, as if keeping up her mask all day physically exhausts her.

'Ursula, when Cruella broke away from their control… how did it happen?'

She blinks, and tries to focus. 'I… she was coming at me and I… tried to hold her back and I think…' it all happened in a rush, she can't really remember it all, just fear and shock and anger, and relief. 'I think it happened when I touched her. She sort of froze up'.

Emma nods and smiles, as if she's heard what she was expecting. 'Well, thats good. It means theres a chance you could do it again'. She's silent for a moment. Then, 'you know, if my son heard that, he'd probably say that you broke the control enchantment because you love her'.

Ursula opens her mouth to speak, and then shuts it again. She doesn't know why the word _love_ bothers her, it reminds her of Snow and David, of heroes and happy endings that villains cannot have, and then she shakes herself, and remembers that Maleficent loved her child, that Regina loves her son and this stranger, that that thought belongs to the world they've left behind.

_Love_ she thinks, and she sees Cruella's eyes, sharp and blue and like the sea on a clear day, she sees Cruella's rare smile, not the smirk, the rare honest smile that makes her look younger, she hears the ebb and flow of the sea and a low laugh, she smells gin and pepper and sea spray, she feels fur under her hands and sand between her toes, and she shakes herself.

Emma is looking at her, her lips curved slightly, knowingly, and Ursula wonders why its taken her so long to understand why she thinks of Cruella when she thinks of the sea, why she thinks of her arms when she thinks of her old home.

She knows why. Villains are monsters. They cannot love. But maybe she hasn't been a villain in a long time, maybe she hasn't been a monster since she fell through that portal, and maybe that is a rule that has long needed breaking.

* * *

Regina comes to find them not much later, a little boy following her in wake. They have not spoken since, and neither are bothered by the silence. Regina smiles at Ursula as if she knows what has been said, she smiles like she understands the turmoil in her head, and maybe she does, maybe she does.

'We've set up a bed for you, Ursula. Its not much, I'm afraid we're pretty cramped at the moment, but I think you'll be comfortable. We can deal with everything tomorrow'. She sounds just as exhausted as Ursula feels, and the little boy hugs her leg and looks up at her with worry. He is a tiny child with the cutest dimples Ursula has ever seen, and she finds a smile curving her lips without her permission in response to his wide grin.

Regina picks him up, and he's almost too big for it, but she props him on her hip and kisses his forehead, and then looks at Ursula. There is something unreadable in her expression. 'There are people here who I want to protect as much as I know you want to save Cruella, Ursula. I know last time we made an alliance, the promises I made were false. But I promise you that I will help you save Cruella, if I can'.

Ursula stares at the little boy who smiles at her shyly, and nods. 'You may promise me that, and so may Emma, but her parents will do their own thing. They believe me to be a villain, and they think Cruella is worse'.

Emma and Regina exchange glances, and they know she speaks the truth. 'My parents won't kill Cruella, you don't need to worry about that. They don't kill'.

She wants to say that there are other ways of killing people without actually wielding the blow yourself. Instead she scoffs, 'they killed plenty of Regina's guards in the Enchanted Forest. Like you said, Cruella is a pawn. If she gets in their way, and they have an opportunity, you can't guarantee they won't hurt her'.

Neither say anything, and the silence grows. She thinks of the threat Snow made _i will rip your hearts out myself_ she thinks of the way the woman had no problem with ruining a baby's life, and she wonders whether Snow will ever admit to the wrong she has done, and the wrong she can do. People are people in this world, they are not divided into heroes and villains, and people, no matter how good, are capable of doing terrible things.

The boy suddenly speaks up, his eyes still on Ursula. ''Gina says you have a really nice singing voice'.

Ursula blinks and throws a glance at Regina, her eyebrows raised. '_Gina_ said that, did she?'

Regina grimaces. 'Roland wanted to know a bit about you'.

Ursula turns her attention back to the boy, and she can feel herself smiling. 'Well, _Gina _is right. I can sing quite well. I could guide ships through a storm if I wished'.

The boy bounces in Regina's arms, his eyes alight and excited. 'Could you sing to me?'

Ursula blinks, rather taken aback. The boy's expression falls, and she thinks suddenly of what could have been, of singing a small child to sleep with her voice intact and Cruella by her side, and swallows thickly. 'Perhaps later, alright?'

The boy looks ecstatic, as if she's just promised him the world, and when Regina lets him down he goes running off towards the house, laughing freely, and she watches him go with a frown, and wishes she didn't feel so wistful.

Regina turns to look at her, her expression stoney. 'Call me'Gina' again and I'll harvest your tentacles for calamari, got that?'

Ursula smiles. 'Thats the Regina I remember'.

* * *

Cruella comes to tied to a chair in Rumple's cabin, and the irony of it nearly makes her laugh. Zelena steps back from her, her hands covered in green smoke, and it makes the other woman slightly apprehensive, that knowledge that they willingly removed the spell.

'So, you thought you'd be able to fight it, again?' Zelena voice is low and angry, dangerous, she doesn't like having her power thwarted or challenged, especially not in front of Rumple.

Cruella smiles lazily, crossing one leg over the other, and she'd look almost relaxed if her hands weren't bound to her chair by magic. 'You're really not as powerful as you think you are, darling. Don't you think its about time you stopped disillusioning yourself?'

Zelena seethes, her hands curl into fists, magic crackling like static around her fingers. Cruella raises an eyebrow, and her smile does not falter. 'I'm more powerful than you, far more'.

Cruella's smile darkens, a challenge. 'Come closer and we'll see just how well you can fight my magic'. Smoke issues from her mouth, curling up into the darkness of the cabin, and she'd like nothing more than to spit it the witch's face, but she doesn't. She feels strange, with her magic enhanced, wrong almost, as if someone has twisted something inside of her, and she can feel the imp's magic crawling under her skin, darker than her own, suffocating it, and when her eyes focus on the smoke curling up from her lips, she's not entirely surprised to see its tainted purple.

Rumple steps up, his head slightly tilted. 'You should not have been able to break away from that, not by yourself. Someone helped you'.

It is not a question, and Cruella scoffs, 'and who in this town would help me, darling?'

Rumple leans down, places his hands on her arm rests and stares right into her eyes, his brow furrowed. 'Who helped you?'

Cruella laughs, 'you know, just because you're currently taller than me, darling, it does not mean you have a better chance of intimidating me. I'm not afraid of you'. She could spit her magic in his face and watch it curl behind his eyes, and she almost does, but she holds back, because its his magic in her skin, amplifying her own, and she doesn't know what sort of precautions he's put in place.

Rumple smiles, and its almost feral. 'Oh dearie, you should be, you really should be'.

Zelena is jittery, brimming with excitement. 'Does she have any lovers in this town we know of?'

Rumple shakes his head slowly, his eyes narrowing. Zelena shrugs and steps closer, smiling. 'What are we going to do with you?' She runs a hand down Cruella's cheek, and its like a caress, her fingers drag down her neck and across her collarbone, coming to rest over her heart. Cruella goes tense under her hand, but her expression remains blank. 'What do you think, Rumple? Rip her heart out, ensure servitude?'

Rumple shakes his head, his teeth glinting in the firelight. 'Oh no. I want her aware of what she's doing. I want her feeling it. I have quite a good idea of who has helped her. A certain sea witch, no?'

Cruella's mask slips, and she snarls, her eyes glinting with malice and hatred and anger. 'Leave her out of this, imp'.

Zelena raises her eyebrows, surprise creeping across her face. 'A woman? You're in love with a woman?'

Cruella looks surprised, truly surprised, and then she laughs, 'darling, love? I think not'.

Rumple starts to take his gloves off, pulling at each finger tip and tugging them off, slowly, methodically, and Cruella watches him with a hint of apprehension in her eyes. 'Oh no, I doubt its love, Zelena. Cruella de Vil doesn't know how to love, does she?' Cruella snarls again, and Rumple shakes his head. 'We're all a product of our memories, dearie, and its usually our worst that truly shape us. Perhaps its time you remember who you really are, hmmm? Maybe then you'll stop bothering to fight'.

For the first time, a hint of fear shows in Cruella's blue eyes. She swallows, and then her expression hardens. She says nothing. Rumple nods at Zelena, and the witch lifts her hand and places it on Cruella's forehead. And presses.

Cruella throws her head back and screams and screams and screams, the cords in her neck standing out, straining against the restraints binding her to the chair, and Zelena snarls and presses her fingers harder against her forehead, against her temples, thick green smoke flowing from her fingers and knitting under Cruella's pale skin, and Rumple steps behind her puts his hand on the back of Cruella's head and purple smoke gathers against his hand and Cruella's scream goes silent, her jaw wide and straining and her back arched and she screams, but there is no sound. The smoke gathers around her head, obscuring her face, her hair, she's shrouded in it, and then, just as suddenly, its gone. Her face is relaxed, blank, her jaw slack, and Zelena brushes her hands on her pants and smiles, delighted and victorious and sickening. Rumple puts his gloves back on, and he looks almost disinterested. 'We shouldn't have any trouble with her again'.

Cruella's eyes open, and they are not blue, or purple of even green. They're black.

* * *

Urusla wakes with a start, her breath coming short and quick, the sheets tangled around her, sweet sticky and damp on her brow. She stares out into the dark, trying to calm her breathing, and knows that what she saw was not a dream.

She stands on shaking legs, wrapping Regina's spare nightgown around her. Her bed is a simple conjured mattress, comfortable if not extravagant, pushed into a corner in the dining room. Snow and David have taken the couch, and Hook and Emma are somewhere in the entrance hall. The house is quiet, but its not an empty quiet, and Ursula treads carefully towards the kitchen. The last thing she wants is for Snow or David to jump out with accusations that she's trying to kill one of them in their sleep.

When she reaches the kitchen though, she stops. Regina is leaning against the counter, a cup of something warm and steaming cradled in her hands, her gaze far off and pensive. She looks up when Ursula approaches, her eyebrows raised slightly. 'If you're looking for a weapon to murder Snow and David while they sleep, I'm afraid I'll have to stop you'.

Ursula manages a smile, but it feels like a grimace. 'I'd be lying if I said I hadn't thought about it, but suffocating them with my tentacles would be far quieter, and less messy'. She can't abide mess, not after thirty years on her own without magic.

Regina frowns. Ursula knows she probably looks terrible, her hands are shaking where they hold her robe closed, and her hair is a mess. The other woman does not ask if she is okay, something that Ursula is grateful for. Instead, she retrieves a glass and fills it from the sink, pushing it over the counter towards her. Ursula feels her shoulders relax slightly as she drinks the water, cool and soothing to her dry throat. She feels like she's been screaming, but considering that the rest of the house seems asleep, its probably her imagination.

Regina refills the glass and Ursula manages an actual smile. 'Thank you'.

The other woman inclines her head. 'Do you want something warmer? Henry couldn't sleep, so I made him some hot chocolate'. She indicates an empty mug on the counter. 'Do you want some?'

Ursula nods almost absently. She feels shaken and thrown, and she doesn't really care if this woman knows about it now. 'And yourself?'

Regina smiles slightly. 'I haven't been sleeping well since this all started. I've been trying to think of a way to fix everything, stupidly as it sounds. Wondering why, when everything seems to be going so well, it all falls to shit'.

Ursula takes a seat and nearly laughs. 'I get that feeling. Some of us just can't seem to catch a break, huh?' She thinks of Cruella screaming and the black emptiness of her eyes, and shudders. 'Regina, can I ask you something?'

Regina looks up from the microwave, and nods. 'Sure'.

'What do you know about controlling enchantments?'

Regina turns back with a steaming mug in her hands, which she pushes across the counter towards Ursula. She takes it in her hands and its almost too hot to hold, but she clenches until the coldness under her skin starts to fade. Regina is frowning. 'Emma told me that you managed to break through Cruella's enchantment'.

Ursula nods. She's not entirely surprised. And she finds that somehow she doesn't really care. Regina hesitates. 'I don't know much, actually. Whenever I needed someone to do something for me, I'd just rip their heart from their chest and force them. But theres no way of breaking through that sort of control, and it would require the person in control to be giving constant instructions, which explains why neither Zelena nor Rumple have done that. They don't have the time'.

Ursula hesitates. 'I had a dream about what they were doing'. Regina's frown deepens, but there is something unreadable behind her eyes. Ursula explains what she saw, and by the time she's done, Regina looks slightly sick.

'Okay…it sounds as if Rumple was doing something to her memories, going off that dialogue. I'd say its probably something to do with manipulating her mind so that she's caught up in her past and isn't aware of what she's doing. Or… so that she's reliving her memories, if you will. She sees us and she sees people she has to kill. Rumple makes her associate her memories with us, and she _wants_ to control us, and then she's got Zelena actually controlling her will, so its doubled. She wants to do it, and she's forced to do it, and there is very little of her aware enough to stop it'. Regina catches sight of Ursula's expression before she can hide it, and smiles sadly. 'I could be wrong though'. _But I__'__m not_ goes unsaid, but it hangs there in the air between them, and is all the heavier for its silence.

Ursula takes a shuddering breath and takes a gulp of her hot chocolate. It scalds as it passes down her throat, but she doesn't care. 'Do you think there is a way of breaking that control?'

Regina nods without hesitation. 'My guess is, Rumple and Zelena are going to want to keep her away from you, if they know thats how she broke through it last time. We know from what the Oracle saw that Cruella is essentially going to be set on Emma. So when it happens, we just need to make sure that you get to her before she gets to Emma'.

Ursula frowns. 'I don't know how to break that enchantment'.

Regina's smile is soft, and understanding. 'From what Emma told me, I think you do'.

They are silent, and its comfortable, strangely so, and Ursula watches Regina stare off into the distance, and remembers that the woman they are going to fight is her sister. 'You've faced Zelena before?'

Regina laughs, but its almost sad. 'Now that is a long story. But yes. We faced her, we defeated her, and in the end I thought she killed herself. She didn't. She's been bent on getting everything that I have, and for a time there she had it. But she was discovered and…all this happened. She believes that her happy ending is my death'. She frowns slightly, and Ursula wonders if she's thinking of Snow. 'I can relate. But she's a threat, a serious danger to those I love. She has to go, however much…' she trails off, and shrugs. 'Rumple is who I'm worried about. He's convinced that the way to get his happy ending is to fall further and further into the darkness that took it from him in the first place'.

Ursula sighs. 'And we can't kill him'.

Regina nods. 'And we can't kill him. Our only option at the moment seems to be to get him back over that towline, and just ensure that he can't come back'. She laughs dryly. 'It didn't work very well last time'.

Silence falls again, and this time, neither of them are inclined to break it. The more Ursula thinks about this, the more worried she becomes.

They sit there into the night, and just when Ursula is beginning to doze, there is a tug at her leg. She looks down to see the boy, Roland, his face scrunchy with sleep, his hair wild, but he looks hopeful. 'Miss Ursula, will you sing to me now?'

Ursula glances at Regina, slumped at the counter stool, her head in her arms, dead to the world. She hesitates, and then bends and picks Roland up under the arms and sits him on the counter. He giggles, and she hands him the last of her hot chocolate, letting her magic spark between her fingers to warm it. She smiles slightly as he drinks it, and it only grows when he lowers the cup and she sees the chocolate moustache adorning his top lip. She nearly laughs. But she remembers what could've been, for her and Cruella, for Maleficent, and her smile falls. The boy frowns, puts the cup on the counter, and touches her cheek hesitantly. 'Why are you sad, Miss Ursula?'

She nearly laughs. She's forgotten how perceptive children are, how blunt and kind, and she remembers an excursion of children who came to her aquarium, none older than Roland, and she remembers the way they'd looked at her, smiling and excited, some of them had looked concerned, a boy had tugged at her leg and told her she was beautiful, and she remembers a tiny dark skinned girl who had curtsied and told her she looked like a queen, and it had unsettled her.

'Well, Roland, I'm sure you know about the people in town that Regina and her friends are fighting?' She's never really seen the point of simplifying things for children, never used a baby voice on the children who visited her, never talked down to them. They see more than most adults wished they could.

Roland nods. 'They're trying to hurt us'.

She's surprised that he doesn't use the word _evil_ or _villain_, and maybe his parents raised him differently. 'Yes. They've got someone who I…care about. And they're forcing to do things that she doesn't want to do'. She sees Cruella again, her head thrown back, her neck straining, and tries to force that image from her mind. She's unsuccessful.

Roland frowns, an adorable little thing. 'Are they hurting her?' Ursula nods, and she wonders if she looks pained, because Roland touches her hand on the counter again, and he looks worried. 'Do you love her?'

She stares at him, and wonders why there is no prejudice in his eyes, why it is so simple to him, a tiny child who has no idea that he's talking to a villain, about a villain. 'Its not that simple, Roland'.

His frown deepens. 'Daddy once said that sometimes people try to come between you and someone you love. Is that why its not simple?'

She smiles slightly. 'In a way, yes.

The boy looks sad, like he wants to fix it but doesn't know how, and suddenly she feels guilty, he is a child, he shouldn't feel that way, he shouldn't know about her problems, and she has no right to unload them on him. She takes his hand in hers and squeezes lightly, flicks his hair away from his forehead. 'Don't worry about it, child. You wanted a song, didn't you?'

He looks excited, just for a moment, but then deadly serious, and he touches her cheek again, and this time she doesn't move away. 'You'll find a way. Henry always says that love will find a way'.

She has the strangest urge to cry. What an adorable, naive, innocent little boy, with no concept of how the world works, with no knowledge that its just not that simple, its not magic, she can't click her fingers and make it work. She can't save Cruella just because she wants to, she can't love her because she's a villain and. She stops herself. She hates how often she falls back into that, that idea that she's a villain and she can't have a happy ending, that she can't have love, because she knows how wrong it is, knows that everyone can love, that she's not a villain anymore, and yet… she falls back into that pattern, and she can't seem to get out of it. 'Roland, what would you say if you knew that the person I…care for, is considered a villain by most people?' _That I am?_

She shouldn't be asking him this, she knows that, but she has and its too late now. Roland frowns slightly, playing with her hair, swinging his legs under the counter. ''Gina was a villain, I think. Lots of people don't like her. So I don't like them!' He grins widely as he says it, as if its an achievement, and maybe it is. 'But Regina has changed now, thats what Daddy says. So maybe if your friend changes, people will forget'.

She smiles at him, and wishes it was that simple. 'You're a smart boy, Roland. Do you want a song now?' She can't talk about this anymore, she can't, and maybe Roland understands that, because he nods energetically, smiling at her, dimples and small teeth, and she recognises that smile.

She takes a deep breath and leans forwards and places her elbows on the counter so that she's closer to him, but not touching him, and begins to sing, softly, quietly, unwilling and not wanting to wake Regina beside her. Roland swings his legs up and curls up on the counter like a cat, his face tilted up towards her, and she closes her eyes tightly as she sings. She sings an old, old lullaby, one without magic woven into its words, just a soft melody that her mother once sung to her. She keeps her eyes closed and lets her head rest in her hands and thinks of Cruella curled against her side in the mornings, the sunlight caught in her hair, gleaming in her eyes, and she remembers wondering whether happy endings were final, whether you knew when you had it, because sometimes she'd wondered if it was there, when her hands caressed the smoothness of the woman's skin, in the warmth of her embrace and the feel of her lips, the smell of pepper and the taste of gin heady around her, the softness of her hair. She'd wondered, and wondered, and she'd let that wondering go unanswered, because maybe part of her already knew.

She sings, quietly, letting the words roll off her tongue, and she can hear Roland breathing deeply beside her, asleep, fast asleep, and she lets the tears spill from her eyes and down her cheeks to pool in her hands, and she doesn't stop them.

When she falls asleep, the last word a mumble as it falls from her lips, its with her head on her arms and Roland curled up next to her.

Regina lies awake into the night, her face hidden in her arms, her own tears on her cheeks, and preys to a god she does not believe in, that this will not end in tragedy.

* * *

**So how was it? Good, not good? Terrible, not terrible?**

**_As always, open to constructive criticism, and suggestions. If you would like something to happen, let me know, and I'll see what I can do._**

**_I'm not entirely sure when this will be updated - probably not tomorrow. But soon :)_**

**_Thank you again for the positive reviews! Please review :)_**


	3. Chapter 3

_**note: I had a review and a private message last night telling me that the chapter alert didn't work. Thank you to those two people. As suggested, I'm re-updating the chapter in the hope that it'll work. If it worked for you, I'm sorry about the double notification :)**_

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_**Thank you to everyone who reviewed. I hope this one is okay, I have rewritten it so many times, and I'm still not sure if I'm happy with it. **_

_**Anyway, I hope you enjoy!**_

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Ursula wakes with a crick in her neck, her hands freezing against the counter top, and knows that Cruella is dying.

She doesn't move for a long time, just lies there in the dim morning light, the light is grey and watery and everything is grey and bleak in this blasted town.

Roland is a warm solid presence against her side, his head tucked against her elbow, she can feel his breathing rustling her hair, and she breathes out shakily, thinking of what could have been.

She thinks of the magic running under Cruella's skin, of the darkness crawling out of her eyes and down her cheeks, the veins are a warning, a side effect, she's seen it before though she can't remember where, she remembers books in her father's kingdom, of magic and enchantments, and it is dangerous to have someone else's magic inside you, you loose touch with your own, you become trapped in it, in your own mind and you can't get out and the dark ones magic cannot be contained by anyone but the dark one, and it'll tear Cruella apart from the inside, the veins will spread and become cracks and it could take months or years but it won't, because the green witches magic is there too, she has two different magic inside her that should never mix, and Cruella is dying.

She lifts her head from her arms slowly, grimacing as her cramped muscles tense, she rolls her head around slowly until it cracks, and then looks down at Roland, carefully dislodges him from her arm and stares down at him for a moment, the boy is smiling in his sleep, he looks peaceful and happy and innocent and...

She'd had the thought, sitting under the tree with Emma and staring into the sky, that she could get to Cruella and save her somehow, snap her out of it, and then flee before chaos broke out, but she stares down at the boy and remembers the way Regina had made her hot chocolate, the way Emma had listened, the way this boy had talked about change despite not understanding it, the way those three seem to have forgotten that she is a villain, and wonders if she could live with that.

Regina is asleep, a frown between her brows, she looks uncomfortable and exhausted and Ursula stares at her for a moment, and wonders how the Evil Queen became this, a woman who has love and has redemption and has changed, because she remembers the Evil Queen and she sees nothing of that woman in Regina.

She stands up slowly, stretching her muscles, wraps her robe tightly around her, and then scoops Roland into her arms. He's heavy, and it's only once his weight settles in her arms that she actually realises what she's doing. She swallows, hard, her throat constricts and she hates how she feels on the verge of tears so often recently. She carries him into the dinning room and puts him on her bed and he curls up under the covers and his dimples flash as he grins and she tucks the covers around his shoulders and picks up her coat from where she folded it on the table and puts it on over her nightgown, and leaves.

She returns to the kitchen and starts to make coffee, and thinks of a time when her hatred and grief and anger swirled around and around in her head and she felt alive with it, thinks of a time when this domesticity was above her, and she'd had thoughts of taking the ocean from her father in revenge, but she hadn't been able to go that extra step, she couldn't, and in the end all that anger churned and churned and went no where.

There is a groan to her left, and she turns to see Regina lifting her head from her arms, groggy with sleep and probably just as sore as Ursula is, she runs a hand through her hair and rubs at her eyes and peers blearily at her. 'What time is it?'

Ursula glances outside and shrugs. 'Early. Do you want some coffee?'

Regina stretches, her eyebrows raised. 'You're making coffee?'

'You're forgetting that I lived here for thirty years. I had to do a lot of jobs to survive'.

Regina frowns at her, and when Ursula follows her line of sight she sees that her hands are shaking. She doesn't look at Regina again, she makes two cups and pushes one across to Regina and doesn't look at her, she stares into her cup at the brown liquid and she thinks of Cruella in the mornings, groggy and soft without her makeup, her hair a mess of black and white. She'd never been a morning person.

'Where's Roland?' Regina doesn't sound alarmed, and Ursula is wise enough to know that its a sign of trust. She sighs heavily, her fingers clenching around her mug. She doesn't understand why this woman seems to trust her, and part of her doesn't know if she cares.

'I put him in my bed. He didn't look very comfortable here'.

Ursula glances up, and Regina is looking at her with a strangely soft expression, a slight smile curving her lips. 'Thank you'. She pauses, and Ursula can see a question in her eyes, burning, and Ursula looks back down at her coffee, sips it slowly and she lets the steam scald her face. Regina laughs lowly. 'Villains are always more complicated than the stories give us credit for, aren't we?'

She thinks of Cruella and her past and the scars that mar her otherwise smooth skin, she knows those scars because she's mapped them out and with her fingers and her lips, she thinks of the night she found out how they were inflicted, and she thinks of how there are only two reactions she got from Cruella before she knew, the woman either closed up and lashed out and her eyes would burn, or she'd laugh and shrug it off and rub absently at her wrists, she thinks about Rumple's words _its time you remember who you really are, _she thinks about Cruella reliving those memories, and she closes her eyes. 'You could say that'. She frowns slightly, her eyes still closed. 'You're not exactly a villain, from what I hear'.

'I don't particularly think I'll ever be a hero'.

Ursula sighs and shakes her head. 'I would've thought living in the real world for thirty years would've changed your perspective slightly. Villains and heroes, Regina, are defined only by the choices they make every day. You've killed, and I've killed, and yes, they were 'villainous' and 'wicked' choices. But I hear you've saved a great many lives recently. And heroes… heroes can do terrible things'.

She opens her eyes, and Regina is looking at her with a strange expression on her face. 'Do you really believe that?'

No, no she doesn't, not always, she tells herself again and again that she's not a villain, that in thirty years she has changed and she's tried to be better, but sometimes she wonders if there is a reason why she slips back into that headspace. She smiles, and she knows its sad. 'I try to'.

There are footsteps, and Emma walks, almost stumbles into the kitchen, and practically falls onto the stool next to Regina. She puts her head in her hands and groans, 'do I smell coffee?'

Ursula breaths in sharply, shaking herself from her revere. 'Do you want some?' Emma groans again, and Ursula is glad for something to do with her hands.

She pushes it over the counter to Emma and finally looks up, and she frowns, there are huge circles under the woman's eyes, red rimmed and heavy, and she props her chin in her hand and she looks like she could fall asleep right there. 'You look terrible'.

Emma snorts. 'Thanks very much'. She sighs suddenly, amusement gone. 'I feel it'. She rubs a hand over her face and frowns at her. 'You don't look much better yourself'.

Ursula can imagine what she looks like, tired and drawn, her eyes haunted by a knowledge that the woman she might love is dying. She swallows. 'Cruella is dying'. She can hear the pain of it in her voice, raw and desolate and she's given up caring in front of these two women who seem to understand the things she leaves unsaid.

Regina stares at her. 'What do you mean? I thought they were using her as…' she trails off, and Ursula wonders what she's thinking, the woman has incredibly expressive eyes, and they look worried, but there is something else there, brewing in the background, and Ursula is not used to reading her. Regina clears her throat. 'How do you know?'

Ursula takes a sip of her coffee, rests the mug against the side of her face, and takes a deep breath. 'Its their magic. Zelena's and Rumple's. Well, mainly Rumple's magic'. She pinches the bridge of her nose. 'I remembered something about the sort of magic that they're performing. I read somewhere once that containing another's magic, having it forced inside you without your permission, is incredibly dangerous. Our magic… its part of us, attuned to our souls, and its rarely…' she makes a noise of frustration at the back of her throat. She doesn't know how to explain this properly. 'Look, its like in this world. You can give blood to someone, but if you give them the wrong blood type, you'll kill them. Some magic can be toxic. And Cruella… however evil some people might think her, she doesn't even come close to Rumple's level. She has the magic of the Dark One under her skin, and no one but the Dark One is capable of containing that'.

Regina and Emma exchange a glance. Regina says, 'its fine for a time though, isn't it? People lend each other magic all the time to help power spells'.

'There is a difference between letting someone give you magic and having it forced on you. And… there is a reason why the Dark One has that name. His magic is darkness, darkness from an age where time wasn't measured. No one can contain that for long. It's killing her'.

Emma's jaw tenses, and she takes a large gulp of coffee. Then she looks at Ursula and her eyes are hard and she says, 'then we'll save her before it does'.

She buries her face in her mug and Regina and Ursula exchange a glance and Ursula knows what the brunette is thinking, that Emma has no way of keeping that promise, that they may not be able to, that they may not be able to, that Emma wants to save everyone because she believes she has to, and she has no way of knowing if its even possible to save Cruella, and Ursula opens her mouth to tell her that, but then Regina reaches over the counter and touches her hand, a mere brush of her fingers over her knuckles, and her eyes hold a promise. 'We will, Ursula'.

And Ursula shuts her mouth with a snap, and there is a burning behind her eyes, her throat constricts tightly and it takes her a moment to understand why, why the promise these two women are making means so much to her, but its simple really, and she lifts her cup to her lips and hides her expression behind the steam, and feels herself smiling.

Emma clears her throat and takes another sip of coffee. 'Speaking of magic… this is going to sound crazy but… I had a dream that… didn't feel like a dream. This voice told me that it's possible to strip someone of their magic.'

Ursula raises her eyebrows. 'Thats not exactly an unknown fact'.

Emma chokes, and Regina thumps her on the back until she stops coughing. Her eyes watering, the blonde stares at her. 'I'm sorry, what?'

Ursula and Regina exchange a glance, and Regina shrugs. 'Well the curse did it. People in different realms built devices that effectively blocked someone's power, like the one… Stripping someone's magic entirely is possible... But it has serious risks'.

Emma laughs dryly. 'Doesn't everything we do have serious risks?'

'Not like this'. Regina crosses her arms tightly. 'Taking someone's magic, fully striping it, would take an enormous amount of power. You're effectively stripping someone of something that is embedded in their soul. The consequences range from loosing your own power, to perishing in the attempt'.

Emma is biting her lip, her frown looks almost painful. 'But what if the person whose magic you were stripping wasn't born with it? What if it was given to them?'

Regina stares at her, and she wonders briefly if Emma has actually gone insane. 'Have you lost your mind? Do you know how much power it would take to strip _the Dark One _of his magic?'

Emma's expression turns stubborn. 'You're powerful, and that cuff effectively blocked your magic'.

Regina turns faintly pale, her expression closing up. 'That was... Different. That cuff used my own power as a battery, if you will. Turned it against me'.

Emma looks guilty, and Ursula decides not to ask what they're talking about. Instead she interjects, 'it could be done, hypothetically. You are the Saviour, so you'd technically have more chance than anyone else, but it still might not work. And it could kill you, the strain of it. It could kill all of us'.

The Saviour looks between them, at their serious expressions, at the way Regina looks almost anxious, and then throws her hands up. 'Alright, alright. Point taken. I won't try. I wouldn't even know how'.

Regina looks deeply relieved. 'Emma, we'll find some way of stopping Rumple. I'm pretty sure your parents wanted to talk about it this morning. We'll find a way'. Ursula doesn't like the way Regina keeps repeating that, firmly, too forcefully, and when Emma breaks eye contact Regina closes her eyes and swallows hard and Ursula understands why.

Regina is trying to convince herself.

* * *

She sees everything through a purple haze that clouds her vision around the edges, swirls in her head and everything is wrong, everything is different, and part of her is aware that she's stalking the streets searching for people to turn, to turn so that they can win, so that they can get their happy endings, but that is a distant thought, obscured and unimportant, almost as distant as the voice that screams and screams at the back of her mind, like an incessant high pitched ringing.

It feels strange. Sometimes the wood beneath her bare feet looks like concert, like a road, and sometimes she can hear the clack of heels on stone, but she is bare foot and the boards beneath her feet are worn and old, they creak with each step, and she shouldn't be up this late, her father won't like it.

She has to do what she's told. She has to do this, she needs to, for her family, she has to protect them and this is the only way, she has to protect them or her father will be angry, her father won't like it, and things never go well when he's angry, and she'll have to be brave again and stand in front of her family and take his rage and his anger and whatever punishment he reigns down and she'll do it, even if she doesn't want to, she has to, for her family, _for her family_, thats what she's doing now, she's eliminating people who can hurt her family.

_She__'__s not she__'__s not this is wrong this isn__'__t right what are you doing your family is dead you fool what the hell are you doing snap out of it. _

The screaming returns in her head, and she shakes it and continues walking and then stops. A girl has rounded the corner, rounded the corner and stopped and she stares at her with her eyes narrowed. She knows this girl, she thinks, this girl with soft brown hair and wide alarmed eyes, she knows her, but she doesn't, she's never seen her before in her life.

There are voices whispering in her mind, arguing, and she stands there and waits and the woman begins to back away, and the voice is a single voice in her head, '_we need her, darling'_.

She lunges forward and her hand fastens around the woman's throat and she feels the magic escape her lips, raw and powerful (_wrong_) it's under her skin and she'll never be helpless again (_it's not hers, she is helpless, she's trapped_) and the woman goes slack, her eyes curling with her magic, and she feels a thrill of victory that does not belong to her.

The voice speaks in her head again, instructions that she repeats to the woman whose eyes are still desperate, still frightened, and she knows her, she does, and that voice is screaming at her again and her hand reaches out involuntarily and touches her shoulder and she can feel her mouth forming the words _i__'__m sorry_ and then pain shoots down her spine from the base of her skull and she falls to her knees, still repeating instructions, and she's on her hands and knees on cold floorboards, and she looks up and its her father with his hands clenched and malice in his eyes and her siblings are sobbing behind her and she is doing this for them, and there is thick carpet under her hands, its the man her father sold her to, good looks and fine bones and cruel, cruel smiles, hands that hold her down and pierce her skin, and she has to do what she's told, be good be good _be good_.

The screaming stops.

* * *

Ursula enters the dining room after an indulgently long shower to find everyone gathered around the table. She stops in the doorway, patting at her damp hair with a towel, assessing the image before her with an unamused expression.

Snow and David are seated at the head of the table, Regina and Emma at the other, Robin sits beside Regina and Hook sits beside Emma, and Henry sits next to him and Roland is there too, tiny Roland who smiles brightly in welcome, and she nearly laughs at this poor imitation of a war council.

She leans against the door frame and crosses her arms, the towel hanging loosely from her fingers, damp hair tickling her neck. 'I didn't think that children would be invited to a war council'. Her voice is dry and unamused, because there is such a formal seriousness to this situation that makes her want to laugh, Snow and David are trying to take charge and she wants to laugh and she wants to cry because she can't see these two winning, this time. And if they loose, she looses, and she is not ready for that, she can't loose, not after the realisation she came to last night, that she could be (_she is)_ in love.

Henry laughs, but turns it quickly into a cough when Snow sends him a look. The woman turns to Ursula, her jaw working. When she speaks, its with a clear attempt at being civil. 'Maybe you should take this more seriously, Ursula. You have a stake in this outcome as well'.

It feels like a threat, and she can feel her tentacles uncurling and snaking down to the floor in response, though her face remains impassive. Snow watches them with a hint of apprehension, but Ursula says nothing. She can't stand talking to the woman any more than she can stand looking at her husband. She circles around the table and sits down next to Roland and the boy beams at her. She smiles softly, she can be soft and kind to this boy, because he was kind to her, and she doesn't care if the others see. He nudges one of her tentacles with his foot, curious and innocent, his hands hovering over them, and she looks up to see Robin watching her. He doesn't look threatened, or even mildly worried, and the smile he gives her is just as trusting as Regina's, open and warm. She doesn't understand these people.

She watches Roland for most of the meeting , watches the way his hands drift towards her tentacles, always stopping shy of touching them. He seems aware that it would be pushing a boundary, that he can't because its invasive, and there are very few people in this world or those she has left behind who care about making her uncomfortable, who care about invading her personal space, and Roland, little Roland who hesitates to touch her, he is one of the few.

She can feel eyes on her, and she props her head on her hand and refuses to look up to check who it is, and listens to the buzz of conversation that is slowly turning into an argument, Regina is saying, 'Emma you don't have a chance against Gold, you know that. You're powerful but you're not experienced enough'.

'And you don't have much of a chance either, Regina'. Emma's voice holds a note of frustration, frustration and anger and desperation, and Ursula wonders whether they ever thought this could happen, whether they ever thought it would come down to this one day. She's gathered from Rumple's bitter words that they had accepted him for a time, some of them, naive Snow and her husband, they'd believed that he'd help them as Henry's grandfather, and she feels a wry smile filtering across her face, how could've they even trusted him for a second, how could you trust someone with evil in their veins? Because as much as she's tried to tell herself that the world isn't divided into the black and white of Cruella's hair, as much as she's tried to believe that people aren't as simple as good and evil, she knows the truth of Rumple's magic. Maybe he isn't evil, the man on the surface, the man Belle fell in love with, but his power comes from the darkness on the edges of your vision, in the depths of your nightmares, it comes from the darkness that was here before, before time, and that darkness corrupts, twists even the best of intentions.

She cuts across the arguments, tiring of this, of listening to them argue and tasting the despair in the air. 'Why don't you go after Zelena?'

She looks up finally to see everyone staring at her. She sighs heavily.

'I'm not a fool - I know that your first priority is not Cruella. But, think about this logically. You can't kill Rumple. You may not even be able to beat him into submission. But if you go for Zelena, you take out his ally, you break the enchantment on Cruella, and Rumple will be left to face Regina and Emma alone. And me, if one of you doesn't kill me _accidentally_ first'. She looks around at them, and she can see that they know she's right, but of all of them, Regina looks the most reluctant. 'Look, we don't necessarily need to kill the woman. We just need to take her out of action. Regina, you've defeated her before, I'm sure with you and Emma fighting her you won't have much of a problem'.

'And Rumple? What brilliant idea do you have for taking care of Rumple?'

Regina shoots David a thoroughly irritated look, but its Henry who speaks. 'I think Ursula's right. Her plan does seem to involve less risk. Like putting one of you against each of them'. He gives Regina a significant look, and she smiles slightly, and Ursula wonders if Regina still believes, somewhere in the back of her mind, that she needs to prove herself, wonders if the woman believes she has to take on every threat single handed, because there is something odd about the anxious way everyone watches her.

Emma speaks, and it sounds quiet after all the shouting. 'The only thing is, how exactly are we going to get her alone?'

Ursula fades out, she can feel a headache growing at the base of her skull, pounding steadily away, begging for her attention. She puts her head in her hands and presses the heels of her palms into her eyes and sighs heavily. She hates how this feels like delaying, like these people have no idea what to do, and they know it, and they're afraid, and this plan is just a way to make themselves feel better, a way to feel like they're doing something.

She feels a small hand on her back, and Roland is looking at her, concern in his large brown eyes, she tilts her head and looks at him, and sticks her tongue out at him and he giggles and her heart aches. When this is all over, if, not when, they survive, she thinks she'll try and find Mal, because she wants to see what happened to the child they gave up, wants to see whether she really was given the best chance. She never asked Mal what she thought of their decision, whether it angered her or whether she understood, and she wants to know.

There is a frantic knocking on the door, loud and incessant, as if someone is pounding away with as much strength as they can muster. The group exchange glances. They rise almost as one and Ursula sits there with Roland and doesn't move for a moment, she can feel a prickle of unease creeping up the base of her spine, and she sits there for a moment and watches as Emma reaches for the gun at her hip, and decides that maybe she's not the only one who is a little paranoid.

She gets up and stays in the doorway, keeping herself between the door and Roland. She's thinking of the baby she was tasked to protect, and couldn't, and that the child's life could have been ruined because of that.

Regina opens the door and Belle stumbles over the threshold, panting and breathless and clearly exhausted, as if she's run for miles.

Belle looks terrified, her eyes are wide and desperate, and Ursula is reminded of an animal caught in the headlights, with no where to turn, frozen up.'You have to come, now'. She sounds just as desperate as she looks, but there is a forced calm, as if she's trying to hold herself together.

Snow puts a hand on Belle's shoulder, concerned and worried. 'Belle, what is it?'

'He's got the Author. Rumple's got the Author and he said…' she trails off, swallows tightly, 'you know how things work with us. He came to find me to tell me that tonight he's going to make his move. He said that tomorrow there'll be nothing left to worry about'.

Ursula closes her eyes, a thrill of cold fear running through her. She doesn't know how this Author's magic works, doesn't know if Rumple does either, but the thought of the Dark One with the Author in his grasp is almost as terrifying as the thought of him becoming the Author. She thinks of her happy ending that almost was, and the happy ending that could be, perhaps, she doesn't really know what it is but she knows that it involves Cruella (it has always involved Cruella) and right now she thinks she be pretty bloody happy just knowing the other woman was safe. The idea of a happy ending had bothered her a child, and it still does to an extent, because happy endings imply _endings_ and she doesn't believe that an end can ever be happy.

David jerks as if Belle's tugged on a chain, jumping into action, he's a fool, such a fool. 'We have to do something then'.

Robin looks as exasperated as Ursula feels. 'What do you want to do, go charging out with all weapons blazing?'

David puts his hands up to his head and grows in frustration. 'I don't know, Robin. But we need to do something. We don't know what the Author is like. We know he has a vendetta against villains, I'll accept that, and maybe he wouldn't want to willingly help Rumple. But maybe you've forgotten that thanks to Cruella, he doesn't need to be willing'.

Ursula hears a strange sound escape her own lips, somewhere between a hiss and a snarl, she can feel her lips twisting and David looks rather alarmed. 'Did you forget the part where she's being forced against her own will, Prince?'

David stands his ground when he shrugs, and she can see the stubbornness that Emma so often displays there in his eyes. 'Maybe I just don't believe she's not doing it willingly, Ursula'.

There is a heavy silence, and she can feel all eyes on her, and there is unspeakable rage churning in her gut, churning and churning and she thinks that maybe she will snap, she hates this man and his stupid hero complex, his inability to understand that sometimes villains can be victims. She raises a finger and points at David and he flinches as if she's struck him, and her voice is low and furious. 'I came to you, to all of you, to help you. To show you that I meant no harm. More importantly, I came to you for help. Maybe I shouldn't have got my hopes up, after all, we know what happened when Maleficent went to your darling wife for help'. David opens his mouth to retort, he looks ugly when he's angry, his face turns blotchy and his mouth twists down, but she cuts across him. 'We have formed something of an alliance. I would think that you'd be wise enough to keep to that'.

Emma cuts across any further discussion. 'Guys lets just… this isn't really the time, okay? We need to figure out what to do'.

Hook speaks up, 'shouldn't we just leave it? I mean… the Oracle said that Emma would fall under Cruella's magic, and that the Dark One would gain the Author's magic from there. As long as we keep Emma away from Cruella, things shouldn't take that course'.

Ursula sighs shakily, anger still raging inside her. 'Its not that simple. Yes, avoiding confrontation would probably prevent that outcome from happening. But Rumple still has the Author, which means that he can still make him write things for his benefit. Its almost the same thing'. She doesn't voice it aloud, but there is a hint of relief colouring her emotions. As long as Rumple needs absolute control over the Author, he will still have use of Cruella. Becoming useless to the Dark One is a dangerous thing.

'Please', Belle's voice is low and desperate, almost a whine, and everyone jumps, having almost forgotten she was there. 'You have to do something'.

Regina swallows thickly, and she hasn't spoken at all since Belle had entered the house, and Ursula can see something churning behind her eyes, something unreadable and heavy and it makes Ursula uneasy for the woman. 'Do you know where he is?'

Belle nods frantically, and Ursula has the strangest desire to reach out and stop her, she looks a little like a rag doll, her head lolling loosely. 'Yes. They're at the cabin. Look, they don't know you know. They don't know that you're here'. She looks at Ursula, and there is dislike in her eyes, but its quelled, and this girl has more common sense than both David and Snow put together. 'There are three of them and they're very powerful, but now there is also three of you'.

'Belle has a point'. Snow takes a deep breath and turns to face Ursula and she looks resigned. 'We will need your help for this. Are you with us?'

Ursula ignores her. She turns to Regina instead and says quietly, 'if we fight them and I get close enough, there is a chance I could break the enchantment on Cruella'. She sees Henry look at her then, a slight frown between his brows, and she wonders what the boy is thinking. 'Knowing Rumple, he's less likely to want to actually fight. He'll probably stand back and let Zelena do his work for him. If you and Emma can try and at least restrain her, we'll have a better chance'.

She's said her piece, she's had enough. She's had enough of this fake alliance that only Emma and Regina seem interested in holding, and their individual promises mean the world to her, mean something, but the rest of it, this acidity and bitterness and just _wrongness_ grates at her, she can't stand it, and there is anger boiling inside her that she needs to release.

She crosses the foyer and leaves the gathering, crosses towards the back door, and she doesn't stop until she's standing under the apple tree. She closes her eyes and tilts her head up and wishes that it would rain, that the tension would break, that she could feel the wind in her hair, anything to remind her of the sea. She folds her arms tightly, and breathes deeply, and tries to calm down.

Her father used to say that she had the power of the sea running in her veins, and when she was angry it was the sea at its most violent, tossing waves and churning currents, and sometimes she wonders if there was a truth to his words. So she takes her anger, and bottles it up, and saves it. If her anger is power, she might need it.

'Ursula?'

She turns, and its Henry, the boy she's barely interacted with, the boy that looks like Regina despite not being her son. She says nothing, just raises her eyebrows, unsure what he is here for.

The boy seems to hesitate, and she finds she almost curious about this boy, this boy adopted by the Evil Queen, who turned her into the woman she is today. He takes a deep breath. 'How are you going to break the enchantment on Cruella?'

She frowns at him. She doesn't know how much Regina has told him, or how much he has gathered. This boy is not Roland, too young to really understand her, and just young enough to do just that. This boy is nearly grown up, and he understands that the world is grey. She wonders whether he looks at her and sees a villain, or whether he looks at her and sees someone capable of the same redemption Regina has. So she's honest. 'I don't know'. _I think you do_ Regina's words echo in her head, and maybe she does, maybe she does love Cruella, but love is… love is one thing. True love? Thats an entirely different concept. And she knows what this boy is thinking, knows what Emma was thinking the other night, that she loves Cruella and she should be able to break the enchantment with that, but its not that simple, it never is, that sort of thing never works for villains.

She thinks of her words to Regina that morning, about choices, and wonders how many times she'll have to repeat them until she really does believe them.

Maybe she loves Cruella, and maybe she doesn't. She wants her alive, wants her safe and well and she wants her out of those memories that will drive her mad. She wants the happiness she once had with her, she wants to hold her and touch her and to apologise, desperately, honestly, she wants to drag her as far away from all this as possible, she wants…

Henry is watching her with his head tilted, his expression surprisingly unreadable for a boy of his age. Her eyes are burning, and when she blinks, she feels a single tear slide down her cheek, and she nearly laughs at the dramatics of it all. 'I don't know, Henry. And before you say anything, I don't think what you're thinking will work for this'.

He raises his eyebrows, and its such a Regina expression, exasperated and almost amused. 'Why? Emma told me that you broke through last time just by touching her. Thats powerful stuff'.

She's thought of a dozen explanations since that moment, and none of them involve what the boy is implying. 'Henry… love is a rare thing for us villains — '

Henry cuts her off, and she sees Emma there in his expression. 'My mom was a villain. A lot of people still think she is. But she loved me, even at her worst points, she loved me. And she's learnt to love others. I used to… I used to believe that she was evil and that was that and she couldn't love me because of it. I hurt her a lot. I think - I know, that villains are capable of love. Maybe they give up on it because they're so used to loosing'.

Her laugh is choked, almost a sob, and she hates it. 'Well then, why should I even try?'

Henry frowns. 'I don't know your story, Ursula. I don't know Cruella's either. But since you've been back, all you've done is try to help. Cruella tried to warn us, and got hurt because of that. Those are both good choices. And I think, it really comes down to choices. Maybe you're a villain, but that doesn't mean you can't do heroic things'.

She stares at him for a long time, his words ringing in her head, so similar to what she told Regina, and says nothing. Henry holds her gaze and doesn't back down and she wonders if thats Regina, or Emma, or both. 'What is the point of all this, child? Is there a particular reason you're telling me this?' She sounds so, so tired, and she is, she's so tired of all this fear and all this talk. Maybe it would be different if it was Roland, because she can shrug it off as naivety, or Regina, because she knows how Ursula feels, but this boy is something of a mystery, something of an enigma, and it almost makes her uncomfortable, listening to him talk.

He hesitates. 'Maybe the heroic thing is to save Cruella. Maybe, because you're doing good, it'll work for you'. His expression becomes ernest. 'Maybe you are a villain, maybe you're not anymore. But if you are, that shouldn't stop you. Villains are still capable of love'.

And Ursula closes her eyes and says nothing and eventually she hears the boy leave, and she tilts her head up and her eyes burn and she tries to ignore it, tires to, and is unsuccessful, because the problem is not that she doesn't believe she can love, because there is a part of her that knows she can, knows she does. The problem is that for true love's kiss to work, the other person has to love you. And Cruella doesn't love her.

* * *

Sometimes the images flicker, her memories change and shift, swirling around in the black smoke, and she looses track of what is real, and what is not.

There is a woman there, in her memories, filtering in and out of focus, just out of her reach, a woman with beautiful dark skin and hair that smells of the sea, a woman dressed in green with tentacles that curl and shift around her. She has golden eyes, and they glitter in her memories, glitter and sparkle and smile at her, and she feels something pull and tug in her heart, something painful.

The darkness in her head latches onto that pain, and she stops looking forward to those memories, she sees this woman and feels pain, deep in her heart, the pain of a wound long since inflicted, and never truly healed.

She remembers little things, sometimes, hands that are soft and strong, the strength of the sea, the smell of it, sand under her finger nails, warmth and safety and tenderness that she has never known, she comes to the conclusion that these memories do not belong to her, they cannot, because she's never known love and she's never known safety, and those feelings fade away and she's back where she belongs, her father chastising her for day dreaming, striking her sharply, her husband gloating over what he's won, and loss, loss, loss, thats all she knows, those memories are not hers.

There is a whimper at the back of her mind, a sob that sounds exhausted and broken, and she wonders where it came from.

* * *

_**So, what do you think? Good, bad, terrible?**_

**_I hope its clear that some parts are from Cruella's point of view. As for her backstory, I'm sure that its becoming clear, but I will probably expand on it more later. _**

**_As always, constructive criticism, and suggestions, are welcome. _**

**_Please review! :)_**


	4. Chapter 4

_**Thanks for the reviews everyone. I haven't had many suggestions or feedback so I'm going to assume that you're all happy with what I'm currently doing :)**_

_**Lots of action in this. **_

_**Enjoy!**_

* * *

They wait for nightfall. It seems somewhat pointless to Ursula, but she's sick of arguing with these people. The waiting is the worst, she sits in the back garden and doesn't leave, she doesn't want to be in that house with those people, and the minutes drag on into hours, and she hates it, every minute is a moment wasted, and with every hour that passes Cruella comes closer and closer to death.

And there is nothing she can do.

She's never been one to sit back and wait. And yet, she can't do a single thing. She's not a fool, she doesn't know where Cruella is, she doesn't know how to find her, she can't take on the Dark One, and she doesn't know the measure of Zelena's power, and there is nothing, _nothing_, that she can do.

Roland joins her at some point, a beanie jammed onto his head, and his wide smile and adorable dimples brings a slight smile to her face. He says nothing, but sits there and swings his legs back and forth, his hands tucked under his legs, and leans slightly against her.

She thinks of the fear in the air, the doubt that they will come out of this, the sinking sensation she gets in the pit of her stomach whenever she thinks of the fight to come, she thinks of the way Regina tries to convince herself that things will work out, and puts her arm around the boy's shoulders. He sags against her, and she wonders how much he's picked up on, from them, from their body language, wonders if he knows that they're exhausted and afraid and worried.

But she says nothing, she has no words of comfort for the boy, and he seems to understand that she doesn't want to speak. She stares out towards the horizon and wishes that she could spend this time down by the sea, because she already misses it. She misses Cruella. She wants this all to be over, and she doesn't like how this feels like its going to drag on, doesn't like how much it feels like she's being dragged into a war she doesn't have any part in. Regina and Emma can promise and promise and promise, but people get killed in a war, and it makes her afraid.

Later, she doesn't know when, because the clouds are so dark she cannot see the sun, she has no concept of the time, she's staring into space and everything is blurred, perhaps she's dozing, Regina comes out, and she finds that Roland is asleep resting against her.

The woman folds her arms over her chest to warm against the cold, and the exhaustion has returned to her voice. 'There is some food, if you want some'.

Ursula looks up slightly, blinking, the woman comes into focus slowly, and her eyes are too dry, itchy, as if she hasn't blinked in a while. 'I'm not hungry'.

Regina frowns, she sits down and picks Roland up into her lap and he turns his head against her and tightens his little hands on her arms around his waist. Ursula watches them. 'You should eat'.

'Should is a dangerous word, Regina. I should've done things, I should do things, I shouldn't do others'. _I shouldn__'__t have left, I shouldn__'__t have gone, I should__'__ve told her__… _

Regina frowns at her, her arms tight around Roland. She opens her mouth, and shuts it again. Ursula tilts her head, regards the other woman through half closed eyes. She is exhausted, her back is cramped, and all she can think about is her mistakes, repeating over and over again in her head. Her lips part, and for a moment there is a question burning on the tip of her tongue. And then she clamps her mouth shut and shakes her head, a low laugh building in her chest. Despite what this woman has done for her (listen, listen, relate, its a rare thing for Ursula), despite what has been said, she is not friends with this woman. Not really. Not enough.

She's never cared about appearing weak as much as Cruella does. Cruella wears a mask, all the time, she rarely lets it slip, because she cannot appear weak, she's built herself up from a place she cannot go back to. Ursula is one of the few people who has seen that mask slip, crack and shatter, she knows the woman who hides behind that mask.

There are people Ursula would never bat an eyelid in front of. She'd rather loose her voice than ever appear weak in front of Snow and David, but they are almost outliers. She doesn't necessarily believe that showing emotion makes you weak. Over thirty years she's built up an impassive mask, but she knows it slips. Her father would say that its because she's like the sea, and the sea cannot be tamed, and perhaps he is right. Sometimes it frustrates her, that people can read her, but over the years she's grown used to not caring. But there is a limit, and the question burning on her tongue would cross that boundary, because its a question that would reveal all her insecurities and all her doubts and she is not ready for that, and she doesn't want Regina to see that.

But she can see an end coming, to this, an end that tinges the air dark and heavy. 'Do you ever think about running, Regina?' Its not the question she was going to ask, not at all, but Regina looks startled anyway.

The woman hesitates. 'Yes, and no. I think about taking Henry and Roland and Robin and getting away from here, somehow, in a world where the town line doesn't exist. But then I think about Emma and… she's a… friend now', she says the word _friend _like its another language, foreign and alien on her tongue. 'And she's Henry's mother. And I don't know if I could leave the others. Henry certainly wouldn't want me to'. The woman turns to look at her, her eyes deep and fathomless, and it occurs to Ursula that this woman also wears masks, but with Roland in her arms, all those masks are gone. She looks strangely young without them. 'Do you?'

Ursula looks down at Roland, and smiles softly. 'I did'.

They sit there together, the silence not uncomfortable, and wait.

* * *

When night does fall, and they gather in the entrance hall, Ursula is struck by how profoundly wrong it all feels, because it feels like they're marching to a war that none of them are prepared for.

David has a sword and a gun at his belt, Robin has a crossbow slung over his shoulder, Hook a gun, Snow has her bow and arrows and a sword at her hip and Ursula stares at the four of them and wonders if they truly believe they have a chance with these mortal weapons.

Hook looks up and catches her eye, and she knows he doesn't.

Emma walks in from the dining room, she's been on the phone, and when she hangs up Ursula catches the end of the conversation, '- I understand, thanks', and she sounds frustrated and she lowers the phone and frowns at it, like the call has brought up more questions that she cannot answer, and Ursula wonders briefly who could be calling her, when everyone she seems to care about is here.

Regina looks anxious, clenching her hands, rubbing her upper arms, there is a slight down turn to her lips, and as Ursula watches Robin crosses to her and lays his hands on her shoulders and rubs them slowly, looking down at her with love and trust and something that could be a promise. He does not embrace her, and Regina does no more than lean forwards and rest their foreheads together, kisses his cheek, and there is something determined about their interaction, something that screams _this is not goodbye_.

Ursula closes her eyes tightly and tries not to think of the heaviness in the air. She's never been one for goodbyes, and god, her recent actions can attest to that, she left Cruella without so much as a wave, because she'd wanted to believe that she was getting her happy ending, and she'd been afraid that Cruella would try and stop her. And she knows now that if the woman had asked, she wouldn't have hesitated.

And maybe for them, this is not a goodbye, maybe they're telling themselves that, but they're all certainly acting as if it is.

There is a tug on her leg. Roland is staring up at her with wide eyes, and she bends down to his level, crouching down and ignoring the murmuring above her. The boy twirls a lock of her hair and he looks frightened. 'Ursula?'

'Yes, Roland?' Her voice is soft and her eyes are soft and maybe this does feel like a goodbye.

'Will you come back, with your friend?' He stares at her with those big brown eyes and there is fear there, fear that is not because of her, but for her.

They are two very separate questions, and yet they are inexplicably intertwined. Will she be back? Not without Cruella. Will she be able to bring Cruella back? She doesn't know.

Roland sees the turmoil in her eyes, and she knows her expression is still impassive, but Cruella once told her that her eyes give her away, and children are sometimes too perceptive. His hand hovers over her cheek, tentative and unsure, she can feel the slight heat, and she tilts her head and his hand touches her cheek, and he looks almost joyful, but his eyes remain serious, and she knows he is waiting for an answer.

And he is just a boy, just a child, and so she smiles, as honestly as she can, and tells him what he wants to hear. 'I will'.

_I will I will I will _she repeats the words again and again in her head, like a mantra that never ends, and she repeats them until they feel real, until the confidence in her voice becomes sincere. 'I will, Roland'.

He wraps his little arms around her neck and hugs her, and for a moment she is stunned, she crouches there with his arms around her, her hands hovering uncertainly over his back. And then she circles her arms around him and closes her eyes. He smells like damp earth, like milk and fire, and he's small and delicate in her arms, and warm, and she feels him duck his head to her shoulder, feels his little hands press down on her back, he's hugging her tightly and she hasn't been hugged like this, from someone who wants nothing more than to comfort her, who wants nothing from her, since Cruella, and she swallows tightly and makes herself a promise.

She will.

* * *

Belle leads them silently, refusing to speak, and her silence affects them all. Ursula wonders if its because she's afraid of who might here them, or because she's lost in her thoughts, thinking about the man she used to love (still loves?), and Ursula feels a stab of pity, what must it be like to love the Dark One?

Robin and Regina walk hand in hand, and Ursula has the impression that there is a lot happening between them, a silent conversation that goes unheard by everyone else. Ursula walks at the back, unwilling to be surrounded by the three couples, and of all of them, Robin and Regina are the two she feels the most comfortable watching. Its the familiarity between them, the wordless communication, its familiar to her.

The town is quiet, silent as the grave as they pass wordlessly through it, and Ursula wonders where on earth everyone is, where they are hiding, if they've evacuated, and wonders why these six haven't. She knows that Snow and David would never leave people defenceless (correction, they'd never leave people they thought were good) and maybe they stayed this time because they felt they needed to… she doesn't know. But she knows enough to understand that if they stay, Emma stays, and if Emma stays, Henry stays, no matter how much the others try and get him to leave, and where Henry goes, Regina goes, and its a cycle of never ending connections, complicated relationships that she can't even begin to understand.

But maybe its simpler than that, maybe they have no where to go, after all, she doubts that Snow and David would stay if it meant endangering their precious newborn, safe in Regina's mansion with Henry and Roland, and she has to believe that the mansion is safe, a place of safety, she knows that Regina would never leave the boys if she thought they were in danger, so she has to trust to that. The thought of little Roland getting hurt, of Henry even, has a sickening sensation twisting her stomach.

They come to the edge of the road almost suddenly, and Ursula starts, she'd been lost in her thoughts, lost in the conflict waging in her mind, of what to do, how to do it, her mind is almost spinning with it, and suddenly they're at the edge of the woods, and she frowns slightly. She doesn't remember coming this way to Rumple's cabin. The trees are thick here, growing closely together, the undergrowth is a tangle of brambles, and there is a strange feeling of apprehension prickling up her spine.

She glances at the others, everyone is staring at Belle, no one speaks, and so she steps up to the girl and whispers, 'are you sure this is the right way?'

It is incredibly dark, the thick clouds all but obscure the moon, but there is a faint, pale light, just enough to see by, and she can see Belle turn to look at her, nodding slightly, her expression tired and pained. 'This is a long way round. I didn't want to lead you to the front door. There is a small path behind those bushes. If you follow it, it'll lead you around to the back, on the other side of the lake'. She hesitates. 'Be careful. I don't know if he's put precautions in place'.

Ursula narrows her eyes, staring out into the dark, searching for a sign of the path she's mentioned. Everyone starts to move forwards, Emma and Regina at the front, flanked by Snow and Robin, arrows up, Hook has a gun in his hand and David has a gun and a sword and they look so vulnerable from where she is standing, with their mortal weapons and their exposed backs and Ursula feels something dark settling in her gut, despair and the terrible feeling that they are not going to walk away from this.

A hand fastens on her wrist, a steel and iron grip, and she wrenches away instinctively, her tentacles uncoiling before she's started to turn. It's Belle, and her eyes are wide, desperate and frightened and Ursula frowns at the sudden change, the woman still has a grip on her wrist, painfully tight and restricting, there is a cord standing out in her neck, she looks pained, and she stares into Belle's terrified, pleading eyes, and the light catches strangely in her irises, like a glimmer of opaque smoke.

'Stop!' the warning leaves her throat before she's fully processed what she's seeing, a cry of horror that rings through the silence and everyone jumps, and there is adrenaline running under her skin, her tentacles unfurling and coiling, her magic crackling across her hands.

Everyone turns to look at her, and David hisses, 'Ursula what-' he stops suddenly, staring at her face, and her horror must show there, because suddenly he looks concerned. 'What is it?'

'We've got to go. This is a-'

'Trap, dearie?'

Rumple steps out of the dark, and he's still wearing that crisp dark suit, he looks like a banker, so mundane and harmless but he's not, he's not, and god why didn't they even question Belle's story?

The group face Rumple, their weapons up, and that mild confidence has not left Snow's expression, David doesn't look alarmed, just on edge, his guard up, alert, but neither of them look frightened, and they should be, Regina knows it, Regina's expression is a blank, hard mask, and Ursula knows enough from masks to know that the woman is hiding fear behind it. Emma has a determined set to her jaw, her hands are raised almost comically, as if she plans to hit Rumple, but there is fear there, flicking behind her eyes, and she's not a fool, she knows Rumple is to be feared. Ursula wraps her tentacles around Belle and moves her back, moves her away from the building danger across the street and Belle stands there silent and terrified and Rumple does not meet her eyes.

Instead, he laughs, 'well well, the calvary's out', his smile is feral, he sweeps his eyes over them all without even batting an eyelid, sneering at their mortal weapons, and he looks like the monster he used to be, and maybe he's worse, maybe he's worse, because he still believes he can walk away from this, still believes he can get his happy ending, as if this isn't something wrong, and Ursula wonders if he's ever been sorry for anything he's done, wonders if he's ever had to face the consequences. The woman he loved asked him to leave, was devastated that he hadn't given up his darkness, and instead of working against that, instead of doing what she wanted and trying to do better, he'd gone straight back to the darkness.

There is a cackle, high and grating, it makes the hair on the back of her neck rise, her tentacles quiver, and Zelena steps up beside him, her smile gleaming in the darkness, her hair alight under the moon, flames crackling with silver, sharp and deadly, and Ursula glances at Regina. The woman looks pained, her jaw tense and tight, her eyes steely, and Ursula has the impression that she is trying to deliberately _not_ avoid the former green witch's eye contact.

'Ursula, how nice to see you again. Here for a reunion with an old friend?' Ursula narrows her eyes, she doesn't like the way he puts emphasis on the word friend, there is a mocking lilt to the word. 'I'd hoped you'd be wise enough to stay where you were, with your happy ending. After all, you betrayed me to get it, and most people are wise enough to know that is a bad decision. It must have been quite something'.

She scoffs, tentacles waving lazily above her head, hiding the way her heart is pounding. 'Not all of us tremble in fear at the thought of you, imp'.

He smiles again, and she really doesn't like his smile. 'You know, an old friend of ours once said something similar. You should see her now'.

Zelena makes a motion with her hand, a sort of beckoning, and then Cruella steps out of the darkness, and Ursula stops breathing.

The once purple veins around Cruella's eyes are black, startling against her pale skin, and they're no longer confined to her eyes, eyes blacker than pitch, her face is covered in them, tiny lines that extend up into her hairline and down past her jaw, down her neck, they stop just above her collarbone, it makes her look strange, distorted and mask like, and she's not wearing her fur coat anymore, her arms are bare and almost marble white under the moonlight, her clothes cling to her like a second skin, and she looks too thin, she looks ill, and Ursula wonders almost absently whether they've let her eat.

She keeps her expression neutral, she doesn't react, even though it burns inside her, even though her heart is pounding, Cruella stares straight ahead and doesn't even seem aware that they're there, that _she__'__s _there, she won't let this man see how much that affects her.

Fire ignites in Regina's hands, two blazing fireballs that she does not throw, Ursula wonders whether she thinks she can intimidate the man. For a moment, no one moves, no one does anything, but the air is thick and heavy and crackling with magic, and when it breaks, chaos will reign.

Zelena's fingers twitch, and that is all the warning they have, Cruella raises her arm and Ursula sees the glint of something shiny and her tentacles react, slamming into Emma and curling around her and jerking her sideways and the bullet skims past her shoulder and Snow screams, Ursula releases the blonde and lashes out towards Cruella and Zelena lunges at Regina and then she can't breathe, there is smoke everywhere, thick purple smoke, and then she can't move, she can't move.

Her tentacles are frozen, she's frozen, her arm outstretched towards Cruella and the only thing she can move is her head, she rolls it around on her neck and spits, 'Rumple!'

There is laughter, and there is horror growing inside her, she can't get to Cruella, she can't help with Zelena, she's helpless and trapped and her magic roars inside her, churning and churning and there is only one place it can go, now. She starts to sing under her breath, quickly, desperately, there was a book of ancient songs she found in her father's library when she was a child, songs of magic and power, songs in a language she didn't understand but they worked, they always worked, _this_ is her magic, her voice, its always been more than a weapon to lure men to their deaths, her magic is not like Regina's, she can't hurl fireballs, but she can make things happen, and the air around her crackles with the intensity of her power.

She can hear screaming, and when she turns her head, still chanting desperately under her breath, she sees Regina fighting, magic weaving around her and she's spinning and moving and light on her feet and she looks like she's dancing, trapped in a wild alien dance with the red haired witch who screams insults and slurs and there is something like terror in her eyes, the magic around Regina is white, pure blinding white, and Regina yells something over the cacophony, its not a spell, her expression is desperate, pleading, and Zelena's face goes white, with anger or shock Ursula cannot tell.

There are flying monkeys in the air, dive bombing Snow and David and Robin and Hook, there can't be more than a dozen of them and yet none of them seem to be willing to kill, she doesn't know why and she doesn't care and she snarls several words of her song and one of her tentacles snaps free of the enchantment, sweeps up through the air and snares one of the monkey's around its ankle, it screams and snarls and she slams it into the ground with as much force as she can muster.

Emma is fighting Rumple, stupid, stupid foolish girl, she's going to get herself killed, and Rumple blocks everything she throws at him almost lazily, he flicks his wrist and Snow and Hook go flying, and Ursula hears something crack when the pirate hits the pavement.

There is a bang, an explosion, and Regina flies through the air, slams into Ursula and she doesn't even stagger, Regina slides to the ground and the impact has knocked the wind from Ursula's lungs but it doesn't even seem to damage the enchantment on her. 'Regina!' Ursula pulls Regina to her feet with her single free tentacle, and shakes her. 'Regina, these people, _your _people, are going to get hurt. They can't fight this. You need to get them out of here'.

Regina is panting, her hair wild and her eyes alight with the fire she tosses towards her sister, she looks fierce and powerful, and Ursula understands why once so many people feared her. 'What's happened to you?'

Ursula doesn't get a chance to answer, there is a scream, and the two turn in time to see Cruella grab Snow by her coat, her hands bunched in the material, and Snow scrabbles and claws at Cruella's arms, at her hands and face, and the taller woman kicks her legs out from under her and slams her to the ground. Snow's hands fall to her side, clearly winded, and Cruella hooks a leg over her and grabs her by the hair and yanks her head back and her mouth opens and smoke billows around Snow's face.

And suddenly Cruella lets her go, a scream torn from her mouth, high and pained and Ursula feels heat in her shoulder, a terrible burning, tearing pain and she cries out and Cruella rolls off the woman, Snow doesn't move, lies there and smoke is curling behind her eyes and Ursula turns her head wildly, and David is standing on the other side of the road and he has his gun raised and there is smoke curling from the barrel and his expression is horrified, shocked and guilty and he meets her eyes and _no no no no_.

The horror and the fear reach a peak inside her, and her magic crashes down on her with the realisation of what has happened, and there is a voice at the back of her mind _she felt it she felt it happen _and a scream tears from her and there is an explosion in her chest, heat and desperation and the enchantment on her breaks.

Ursula is running, running before she's fully processed its happened, she runs and falls to her knees between the two women, neither of them have moved, Snow stares up at the sky with blank eyes and a blank expression and Ursula couldn't give a shit, there is blood on Cruella's clothes, she's been shot in her right shoulder, its staining her skin scarlet and there is blood on the pavement and she hasn't moved _no no no shit no fuck no no no no. _

Cruella is lying on her back, motionless and still and her eyes are open, and they are still black, still swirling with magic, but she makes no move to stop the bleeding, and Ursula presses her hands over her wound, she can't tell how bad it is, she can't see anything because its too dark because they waited until bloody nightfall and she thinks she might kill David, she will, she'll kill all of them if Cruella dies.

The woman lashes out, catching her off guard, her fist connects with her jaw and Ursula reels back and Cruella staggers to her feet, she doesn't try to stanch the bleeding, she stands there staring at nothing and Ursula jumps to her feet, her tentacles moving towards her and there is a scream and she's distracted, alert and terrified that something else is about to come.

But when she turns her head, its to see Zelena hit the ground hard, her skin is smoking, Regina stands with her hands encased in white magic, Emma by her side, _they listened to her_, and Zelena pushes herself onto her hands and knees but she doesn't seem to have the energy to move any further, Emma looks pale and sick and she looks at Ursula, over her shoulder at Cruella, and her jaw is working and Ursula remembers her words _they don__'__t kill_.

Rumple is suddenly there, moving from his relaxed position on the sidelines for the first time, and he is standing over Zelena with fury in his face. 'Get up'.

Zelena curls a fist and the fire sparks and dies, its pathetic, and there is horror in her face, and nothing but disgust in Rumple's eyes. He snarls, 'then I no longer have any use for you'. And he raises his hand and Ursula suddenly realises what he's about to do and Regina screams, she's running forwards but she's too far away and Zelena makes a wild movement with her hand, and nothing happens, nothing at all, and Rumple stops to laugh, head thrown back and there is a movement that only Ursula seems to see.

Cruella crashes into Rumple and knocks him down, Zelena has her hands up and moving, she looks almost mad, her hair wild and her eyes crazed, and Ursula understands, she understands what's happening, and Cruella slams her fist into Rumple's face and there's a _crack_ and Rumple roars, and all Ursula can think is _she__'__s been shot stop stop stop_, she's too far away and Cruella moved unnaturally fast, and she can feel the ache in her shoulder, like someone is pulling heated wire through it, and she has to do something. Regina pulls Zelena up roughly, and the red haired woman stumbles away and stares at her sister and her expression is raw and angry and unreadable.

Cruella screams and goes flying across the street and hits the ground and her head cracks against the pavement and Ursula _feels_ her head jerk with the impact, _what is happening, _and Cruella's on her feet immediately, panting and bleeding and her eyes are still black and Ursula lashes out and wraps her tentacles around the woman and holds her there. Rumple is on his feet, turning towards the sisters and there is blood pouring down his face and Ursula would laugh, feels it build with a note of hysteria, because Cruella has broken his nose.

Rumple extends his arms wide, like some weird invitation to embrace the world, and Ursula is thrown, her feet loose their purchase on the pavement and she hits the ground and rolls, coughing, there is an ache in her shoulder that is not hers and she's nearing panic, she stands and drags Cruella towards her because the woman is still trying to get away, struggling against her tentacles and Ursula reaches out and grabs her shoulders, one is wet and slick and the other bony under her hands. Cruella's eyes gleam in the darkness, the moonlight glinting off black empty pools, and then there is a glint, a spark of magic and her mouth is opening, opaque smoke curling from her lips. Ursula lets go of her shoulders and reaches up and grabs her face and stares, looking for a hint of the reaction she got last time.

And there is nothing, absolutely nothing, no flicker, no hint, Cruella snarls and spits and jerks away from her touch and Ursula tightens her grip and she doesn't know what to do, she's afraid and exhausted and she thinks she's broken a rib, it hurts to breathe, and she doesn't know what to do, Cruella's eyes are black and empty and gleaming and her pale skin is a spiderweb of black veins, she's hissing and screaming and kicking out and she's been shot, _she__'__s been shot_, there is blood leaking from the wound, her entire shoulder is stained with it, her upper arm scarlet, and she doesn't even seem to realise, to notice, and Ursula stands there holding her still with her tentacles and her hands on her face and she doesn't know what to do.

_I think you do. _

There is smoke billowing out of Cruella's mouth, billowing around her head and she can taste it, heady and suffocating and for a second she can't think straight.

_I think you do. _

Ursula pulls Cruella's head down and kisses her.

There is a rushing sound, Ursula feels her hair fly out around her, there is a burst of white behind her eyelids and Cruella goes rigid and then slack all at once and without the tension she all but collapses against Ursula, her head falls to her shoulder and Ursula keeps her up with her tentacles, she can taste the smoke in her mouth, pepper and ashes but her head is clear, and Cruella's head is bowed and she's limp and there is a terrible, terrible moment where Ursula _hopes_.

'Cruella?' The chaos around them seems to fade, just for a moment, all her attention is focused on Cruella, nothing else matters, and _did it work did it work oh god please. _

Cruella groans, and when she lifts her head, the veins are gone, when she lifts her head her eyes are that beautiful, startling blue and god Ursula missed those eyes, and there is a slight smile curving the woman's lips. 'Darling', her voice is gravelly and horse and pained, the attempt at joviality falls flat, 'remind me never to listen to that imp again'.

Ursula laughs, its sounds like sob, torn from her and then she lets Cruella go and the woman collapses against her, and they both stumble and fall and she hits the ground painfully with Cruella tucked against her and she doesn't care, she ignores the ache, it doesn't matter, she feels giddy because it _worked_.

She kneels and pulls Cruela across her knees, her head tucked against her shoulder and the woman groans, she suddenly seems aware of her injury, her hands are shaking when they reach up to press against the wound and all at once Ursula remembers where they are, there are explosions shaking the ground beneath them, gravel flying into the air and yelling and screaming and the air is thick with purple fog.

She ducks her head, once again feeling the urgency of the situation, her hands come to press against Cruella's wound and the woman cries out sharply, her face pinched in pain and she mumbles, 'careful, darling'.

Ursula laughs lowly, she's searching her memory frantically for any healing spell, anything to staunch the blood flow because her hands are already soaked. 'I thought you were invincible, Cruella'.

And it feels so good, so unspeakably good, to say the woman's name again, without the pain behind it. Cruella tries to smile, its like a grimace, stretching her face painfully, and Ursula wonders if it hurts her, if the veins hurt her. 'I'm not dead yet, darling'.

There is a bang and a screech and a monkey hits the ground beside them, tumbles over and over and its fur is burning and its wings bent and it gives off an awful stench that makes Ursula gag. She remembers suddenly, healing spells of various strengths, and her mind is racing and addled with adrenaline and she can't remember half of them properly and so she bows her head, and removes her hands, and they're covered in blood and Cruella is breathing sharply, her chest rising and falling rapidly and she pauses to kiss her cheek, doesn't even think twice about it and then she starts to sing, quietly, she's afraid someone will hear, that Rumple will hear, that he'll try and stop her (its an irrelevant thought, she knows, Cruella is injured badly and Rumple has no use for the injured), she chants the words quickly and forcefully, almost begging, urging the wound to stop bleeding, to stop spilling so much of Cruella's precious life force, and there is a hint of panic in her voice, tinging it higher, there is so much blood, and there is a terrible, terrible thought that she could still loose her, and she can't let that happen.

The bleeding stops, stops the moment she lets the last note fall from her lips, she heaves in a great ragged breath, she can feel the toll it is taking on her, using so much magic, Rumple's spell was powerful, and healing is the most difficult kind of magic, its fuelled by something pure and loving and its just another thing to add to the list of proof presented to her.

When she lifts her head, Cruella is staring at her, her eyes are bright and alive despite how pale she seems, alight with something that Ursula has never seen there before, and something else, awe and wonder. The woman lifts a hand, its shaking, badly, scarlet in the moonlight, stained to the elbow, Ursula grabs it and holds it tightly, its slick and slippery and she doesn't care, and Cruella grips her fingers in a vicelike hold. 'You really do have a beautiful voice, darling'. Its not what she expected her to say, but Ursula can feel a huge smile spreading across her face and she laughs, and its choked, still an almost sob, and she ducks her head and kisses Cruella's forehead and she is so, so immeasurably _glad. _

There is a sound, a strange terrible sound that has Ursula looking up, alarmed, its like a muted boom, a dull explosion, and the smoke has cleared and there is a scream, 'Emma, _no!__'__, _and she's never heard Regina sound so terrified.

Emma is on her feet, hands stretched out, and there is magic shooting from her hands, blindingly white and sharp and Ursula has to look away, she follows the line of pulsing magic and her heart stops because Rumple is at the other end, Rumple with his hands raised and there is purple magic shooting from his fingers, meeting Emma's in the middle, there is strain in both their arms, Emma's shoulders are hunched, she's pushing and pushing and Ursula suddenly realises what she's trying to do.

Regina looks injured, she's crouching on the pavement and Robin is beside her, weaponless, his hands on her shoulders, and Regina looks horrified and terrified and she screams, 'Emma, stop! You don't know what you're doing! You can't do it!'

But Emma doesn't respond, there is a fierce determination in her eyes and Snow has not moved from the pavement, David is crouched beside her, watching the demonstration of raw power with huge, fearful eyes, and Ursula swallows hard, Emma's trying to strip the Dark One of his magic and does she not understand what that could mean, does she not understand that they could all die, right here?

Hook looks more terrified than she has ever seen him, he looks terribly young, he's crouched by Zelena, and the former green witch has a strange expression on her face, its almost one of glee, the thirst for vengeance darkens her eyes, but there is something else there, and she still hasn't moved from the ground, and Ursula wonders how badly she's hurt, and how much she simply just wants to watch.

Rumple takes a step forward and Emma is forced down onto a knee and the strain is there in her eyes, her arms are shaking with it, and Rumple's face is twisted in a snarl and he doesn't seem to realise what Emma is trying to do, or maybe he just doesn't believe it possible.

Ursula feels her chest tighten, her arms tighten around Cruella in response because Emma cannot win this, she can't, and they're going to die and she just got Cruella back and her eyes are burning.

And then, Regina lifts a trembling arm and points it at Emma, and Robin gasps, his hands tight on her shoulders, his eyes alight with something Ursula cannot see, and a beam of white light, tinged pale purple around the edges, shoots out of her hand and strikes Emma in the back, but it doesn't harm her, she doesn't even stagger, but suddenly there is white light streaming from her eyes, and she stands, plants her feet firmly and Rumple steps back and he's frowning, his shoulders tense and there is more force behind him and Regina grits her teeth and closes her eyes, and Ursula realises what she's doing.

They need help, they need more magic, they've used a lot already and she doesn't know if Rumple's power is exhaustive, but maybe it is, they need help, but Ursula doesn't know how to help, she sits there with Cruella in her arms and she doesn't know how to help.

Her eyes track over to Zelena, Zelena who sits there staring at Regina with an almost quizzical expression, she looks confused, there is a snarl on her lips when she looks at Rumple, but there is something far more complicated in her eyes, and Ursula screams at her, 'if you want revenge on the imp, now's the time to get it!' She knows how desperate she sounds, she needs the woman to help and she can't ask for it, but she doesn't know what else to say.

Zelena looks at her, she seems to scoff, but even from this distance Ursula can see the turmoil in her eyes and _please god just help_ because she's seen the way Zelena wants vengeance on Rumple and she's a woman fuelled by a desire for revenge and surely she can put her hatred for her sister aside, just for a moment.

Zelena seems to hesitate, half on her feet, staring at the scene before her with an unreadable expression, and the woman looks at war with herself, and then Rumple strikes out at Emma and she cries out and Regina echoes her, her head thrown back, and Ursula hears the red haired woman shout, 'you really can't do anything by yourself, can you sis?'

And then she raises both hands and green light shoots from her fingers and hits Emma and the woman staggers, but then rights, and the magic flowing from Zelena's hands lights and brightens and turns white where it touches the Saviour, and Zelena's eyes go wide and she falls to her knees, but her hands stay raised even as she begins to pant.

And Ursula remembers something, a song for strength, a song for power, and she closes her eyes and she can feel Cruella heavy and warm and _alive _against her, she can feel the woman gripping her hand too tightly, she can feel her breathing, and she thinks of the kiss that broke the enchantment, _true love__'__s kiss_ of all things, and her magic strengthens and gathers inside her and she opens her mouth and sings, pure and strong and her power is there, in her words and in her heart, magic is woven into her song, it rings out in the darkness and the magic shrouding Emma in a haze of white grows, builds, Ursula can see light spilling from Emma's eyes, her mouth, her skin, it's blinding like the sun, and Ursula lifts a hand to shield her eyes, her voice rising above the clap of thunder that rips through the air above them, she can feel Cruella press against her, an arm around her back, and she sings as if her life depends on it, because it does, it does.

And then she hears Emma shout something, words that are raw with power and magic and Rumple screams.

And the world explodes.

* * *

_**So, what do you think?**_

**_Oh so who else is excited for Sympathy for the De Vil? I'm very excited and also very, very worried. If they kill Cruella I may cry. _**

**_In terms of Cruella's canon backstory, I'm really looking forward to what we've been shown already. So, unless you guys object, I'm going to incorporate that into this. Honestly the idea of Regina and Cruella sharing a similar past opens a whole lot of opportunities. A question though, would you guys be happy with me incorporating her canon backstroy, and keeping the one I've sort of created already? Or would you prefer it if I went back through the last few chapters and changed it, so that its purely based of canon?_**

**_As usual, thoughts, ideas, suggestions?_**

**_Please review!_**


	5. Chapter 5

**_Here's the update! Sorry about the wait. _**

**_This one is pretty long guys. But its all important. _**

**_I don't know about everyone, but I'm still pretty devastated after Cruella's episode. _**

**_Just one thing. I hope that, now that she's left the show, people will still be interested in reading this, and seeing it through :)_**

**_Enjoy!_**

* * *

Black. White. Heat. Red. The taste of fear and despair. Panic.

She regains consciousness slowly, with difficulty, as if she's sunk in tar and she's struggling to rise because it wants to drag her down. Everything comes into focus slowly. The world is spinning. Everything is blurred. There is a high pitched ringing in her ears. She feels sluggish. She can't think straight.

Ursula blinks, and everything comes into focus. She's lying sprawled on the road, her cheek turned against the torn up gravel. She can feel it digging into her skin. The ache in her shoulder is throbbing, her arm is twisted under her chest at a painful, unnatural angle, and there is a sharp, hot pain somewhere in her leg, but everything is still swimming. She can't focus. She can't think. She doesn't know what's happened.

She blinks again, and her eyes focus on a hand, a slender hand turned up on the pavement, fingers curled loosely. She looks up, her neck feels stiff, as if she's strained the muscles, and she sees that the hand is Regina's. Regina is lying on her side, turned towards her, there is a cut above her eyebrow, a trickle of blood slanting down her forehead, and for a second there is a sickening sensation in her gut, before she sees that the woman is breathing.

She wriggles her hand under her chest, and pushes herself up off the ground. Her arms are shaking badly. She feels drained. She practically crawls over to Regina, she feels too tired to get up, everything feels fuzzy, blurred at the edges, she can't remember what's happened, its there on the edge of everything but she can't grasp it, it slips through her fingers like smoke.

She puts her hand on Regina's shoulder and shakes her, the movement is sluggish, vaguely pathetic, 'Regina?'

The woman groans, her eyes open and she blinks slowly, the sound that escapes her lips sounds like her name, raised in a question, but Ursula's ears are still ringing, and she doesn't hear what she says.

There is a presence beside her and she turns her head quickly, remembering the taste of fear at the back of her throat. Its Robin, Robin who has a hand on Regina's arm, but he takes a moment to look at her, his eyes flick over her and Ursula sees concern in his eyes, worry, and it takes her a moment to realise that its for her, that this man is actually concerned for her. She blinks at him, and he looks down at Regina, bends down over her and puts his hand on the back of her head, his frown deepens, and his mouth moves but Ursula still can't hear the words.

She lifts her head, it takes more effort than she'd expected, but she lifts her head and looks around. She sees David and Snow, on their knees beside Rumple, Rumple whose eyes are wide and his mouth open as if he's screaming, his face a mask of horror and disbelief. David slaps cuffs on his wrists, and pulls him up, and the man takes one hobbling step and falls, his leg unable to support him.

She remembers suddenly, everything comes rushing back at a speed that leaves her gasping. She remembers the explosion, a flash of blinding light, a single pure note and a moment of scorching heat, but it's left no mark on their surroundings.

She turns her head frantically, searching for Cruella, she can't see her, everything is blurred and she sees Hook cradling Emma to her chest and she sees the bodies of flying monkeys strewn on the torn up pavement but she can't see Cruella, and she makes a noise at the back of her throat, one that has Robin looking up at her, one that has Regina half rising onto her elbow.

She twists, her heart pounding, panic running like poison through her blood, ice and fear, she twists almost entirely until her back twinges, until her neck aches sharply but she doesn't care, because she's found her.

She crawls. Her ankle is throbbing, sharp, breathless pain. She thinks she's broken it. She knows its stupid to try and stand, she feels weak, weak everywhere, her arms are trembling and she feels dizzy, the world is dark around the edges, she's almost appalled by it, how drained she feels.

Cruella is lying sprawled, twisted on the pavement, turned to the side, her legs tangled, her hair is splayed across her face, its the white half of her hair, its almost luminescent under the moonlight, but its matted, tainted with dirt and gravel and blood, she can see the slant of her lips beneath her hair, and for a single second Ursula is struck by the image, it sticks, burned into her mind.

She's not moving, but her hair flutters as she breaths, she's breathing, she's alive. Ursula feels the relief expand in her chest, flooding through her, warm and strong. It lends a surge of energy to her limps, the darkness clears around her eyes. She reaches out and brushes the hair off her face and presses her fingers to the underside of her jaw. Her pulse is steady, faint but steady, and Ursula cups a hand under her head, her fingers sliding along her cheek, she pushes her fingers through her hair and places her other hand on her shoulder and rolls her slowly onto her back, supporting her head, she can feel dampness under her fingers, and she remembers Cruella's head cracking against the pavement.

She keeps her hand under Cruella's head, and runs her other hand down the woman's body, pausing over her shoulder, the blood is slick under her fingers, but the wound isn't bleeding, her spell is holding, but its still open, and she doesn't know how long her spell will hold, she needs to heal it, but her thoughts are still sluggish, she tries to think of the spells in her memory but nothing comes, no words, no images, nothing, she can't think straight.

She reaches for her magic, and she feels it spark that fizzles out, like a weak lighter flame that won't catch. She takes a shuddering breath and tries again, and tries to quell the panic that rises when nothing happens, panic that is only amplified the longer she stares at the wound, at Cruella's face, deathly pale in the darkness.

Cruella's eyes open suddenly. They're dull and unfocused and she her eyes lock onto Ursula and her hand grasps at her arm, her grip is weak but desperate, clutching, Ursula grabs her hand and slots their fingers together and grips tightly. She wants to lift her up and hold her and never _ever _let her go again, not after all this, but her arms are shaking again, she feels _weak_.

Cruella's lips part and she mumbles something that Ursula does not hear, she doesn't know if its because there is something still wrong with her hearing, or if its Cruella, she leans forward, leans over the woman and she realises suddenly that Cruella is trembling. 'Cruella?'

Cruella coughs, her head rolls around on her neck, supported still by Ursula's hand and she mumbles, 'I'm… I'm cold, darling'.

She thinks of the way Cruella's body has been beaten and thrown, the wound in her shoulder, and wonders whether its because of the cold, or whether its shock. She feels a rush of helplessness. She can't do anything but kneel there with Cruella half cradled in her arms. She bends more, curving over the woman protectively, her back bowed and her shoulders tremble with the strain of it, and she whispers, 'we'll get you warm, Cru. It'll be okay'. She doesn't like how it feels like she's trying to convince herself.

She looks up then, searching for aid, for help, and catches sight of Emma.

The blonde looks ill, death like, she lies completely limp in Hook's arms, and the pirate looks worried and scared and lost. Snow and David have crossed to them, David pulling Rumple by a strong grip on the man's arm, but Rumple seems unresponsive, he's staring and staring and not saying a word. Snow and David both look miraculously unharmed, if a little dishevelled and batted, but Ursula will never in a million years ask them for help. David shot Cruella, and the thought brings her tentacles alive, thrashing around her, curling and coiling and she has force them not to reach for the man, to curl around his neck and make him pay.

She looks away. Regina is standing, Robin has an arm around her waist, a hand on her shoulder, steading her, and Regina sways slightly, but she looks okay, she looks okay, and Ursula finds herself surprisingly gladdened. Regina looks up and meets her eyes and a small smile tugs at her lips, and Ursula wonders if she imagines the relief she sees there. Then Regina frowns, frowns down at Cruella and turns to say something to Robin that Ursula doesn't hear.

She bends her head and presses her forehead to Cruella's and tightens her grip as much as she can, and she feels Cruella respond slightly, her hand tightening, she feels the woman's lips brush her cheek, and she thinks about the undeniable, irrefutable fact that she loves her.

She feels a presence beside her, and when she looks up its Robin, again. He kneels down beside her and he reaches out towards her and stops, his hand hovering over his shoulder, and she remembers that his son is the same, holding back from touching her without her permission, so she doesn't flinch away from that almost touch. 'Ursula, she needs medical attention. We should get her to hospital'.

She thinks of Cruella's absolute hatred of hospitals. She does everything in her power to keep control over herself, she never lets people touch her without permission, and she's just spent days with her mind being violated, and she knows that she wouldn't want a stranger stitching her up. She looks down at Cruella, the woman's eyes are half closed, her grip loose, but her eyes are still focused, and Ursula shakes her head. 'No hospitals'. Maybe its foolish, stupid and foolish and unwise, but she believes that she's made the right decision.

Robin frowns at her. But then he looks down at Cruella, and something flickers behind his eyes, an understanding, he understands something of the meaning behind her words, and he nods. 'We'll take her back to Regina's and… figure something out'.

She nods, but doesn't move. She's thinking of a single spell, one she once believed useless, that will tell her if Cruella does need medical attention. If she finds its true, then she'll go there. Robin looks back up at her, his expression concerned, and she's reminded so strongly of Roland that for a moment she _sees _Roland. There is a high probability that she has a concussion, or maybe its just the effect of having used so much magic. 'Ursula?'

She swallows tightly, loath to admit the truth, the weakness, loath to ask this man for help. 'I can't carry her'.

Robin's expression clears. 'Do you trust me to?'

It is the strangest question, simply because its not something she'd ever thought he'd ask, not for something like this, and yet… thats precisely why she feels like she can. She nods. 'Be careful'. There is a warning there, she can hear it, but there is a plea too.

Robin gets up and walks around the other side, he slides an arm under Cruella's knees. Ursula supports her head, her neck, helps raise her slightly, her arm trembling violently, so that Robin can slip his other arm easily under her back. Cruella groans, because despite their best efforts to be gentle, she's been shot, she's been thrown across the road, twice, her head cracked against the pavement and she's had dangerous magic running through her for days upon days.

Robin stands, and Ursula rises with him, pulled by her grip on Cruella's hand. The woman refuses to let go, her head turns to find her, and Ursula puts her hand on Robin's shoulder, supports herself on legs that are shaking badly, her tentacles uncurl to push against the ground, to keep her up, and the world spins and she thinks for a moment that she's going to fall. She lifts a shaking hand and lifts Cruella's head, adjusts it so that she's resting more comfortably on Robin's arm. She can feel Cruella's grip on her loosening, and she can see a flicker of desperation in her eyes, blue and glazed and she can't stand it, the sight of Cruella beaten and bruised and bloody, she's used to her vibrant and energetic and _alive._

She leans down and presses her lips to Cruella's forehead, her hand curling against the back of her head, she smells metal and smoke, the taint of death and despair and she keeps her lips there for a moment, and whispers, 'I'm right here'.

_I won__'__t leave. Not again._

* * *

By the time they reach Regina's mansion, Ursula's tentacles are all that is keeping her upright. They're all pushing against the ground, snaking around lampposts to drag her forwards, her legs go through the motions but she knows that she'd collapse if her tentacles weren't there, supporting her. Regina has a hand on her shoulder, it's been there since they started moving, and she wonders if the woman has simply forgotten to move it, if she's too exhausted to think straight.

Of the three of them, Robin seems the most unharmed. He walks steadily, his back straight and his arms aren't shaking, and it makes her feel better about letting him carry Cruella, Cruella who lies in his arms like a limp doll, her head against his shoulder and her eyes are still open, slits in the dark, Ursula walks as close to the man as she can simply so she can stare at Cruella, can keep the eye contact as much as possible, because she's worried that the moment she looks away, Cruella will slip from her grasp. Its a foolish thought, because Cruella's wound is no longer bleeding, its not fully healed but what she needs now is rest, she's going to be fine. _She__'__s going to be fine. _

The door flies open with a bang that rings like a crack through the air and Ursula feels herself start, but its Henry, only Henry. He stands there in the doorway staring at them and there is such relief in his face, such joy that for a moment that is all she sees. And then he runs down the path towards them and there is fear there too, worry and concern and Ursula doesn't understand it, doesn't understand it because of all of them, Cruella is the only one who is clearly hurt.

But then again, Regina's weight on her has become heavier, she looks at the woman and she's smiling at Henry and it looks like she's trying to be reassuring but there is exhaustion in every line of her face, in the slant of her shoulders, the way she goes to Henry when he reaches for her, its an almost stumble, and Ursula's thought is that she's doing her best to hide how exhausted she is, but the boy sees it, because she sees a flash of panic in his eyes before he's blocked by Regina's back.

They part quickly, but Regina's hand lingers on him, touching his shoulder and the back of his neck. Henry turns to her and stares at Cruella. Golden light spills from the doorway, cutting through the darkness, everything else is tinged silver and grey, but the golden light throws Cruella's injuries into sharp focus, the blood is drying, muted red against her pale skin, the shadows make her angular features sharp, too sharp, Ursula is suddenly struck by how thin she is, in the light her collarbone stands out like a jagged edge that falls away to shadow.

'Is she okay?' He looks at Ursula as he says it, but she doesn't know if he's asking her, but she remembers the conversation she had with him, and is suddenly aware that he wants Cruella to be okay.

'David shot her'. The words leave her with a bite, a snap of anger that she doesn't feel, she feels detached, as if there is a thick layer of cotton between herself and her emotions and she's just so, so tired. She wants to say, _she__'__ll be okay_, but the words won't come, because so much has happened and it would feel like testing fate to say them, fate who has been so unkind to them.

Henry's eyes widen, he hurries after them as they climb the steps into the mansion, he sounds shocked and affronted and horrified, 'what?!', and Ursula wonders if its because Cruella was shot, or because it was David who did it.

'She'll be okay, Henry'. Regina speaks to Henry but she looks at Ursula, and her eyes are so dark, dark and bottomless and she has the most expressive eyes Ursula has ever seen, without her mask, with exhaustion preventing her from raising it, she looks at Ursula and Ursula can see so many emotions swirling in her eyes, concern and compassion and determination all wrapped up in a promise as bottomless and never ending as her eyes.

And Ursula, despite everything she knows, believes her. She's too exhausted to fight the feeling, the sudden feeling of trust and gratitude that expands in her chest, and she's not sure if she would fight it, even if she could.

Henry looks over Regina's shoulder, searching the darkness, and he frowns when he sees that they are alone. 'Where's Emma? Where's Grandma and Grandpa?'

Regina smooths her hand over his hair as they step into the house, her expression reassuring. He's being remarkably patient, and calm, he's clearly worried, worried for her and Emma, but he knows that she wouldn't be so calm if something terrible had happened. 'They're okay, Henry, they're fine. Emma just… she did something that used a lot of her magic. Hook was concerned about what the side effects might be, so they made the decision to take her back to the apartment and call Blue to check on her'. She sounds unhappy at the thought, as if she doesn't trust the fairy at all, and there is something else there, confusion and suspicion that Henry seems to pick up on. Regina continues before he can speak. 'Your grandparents took Rumple to the station. They're fine'.

Ursula realises suddenly that there has been no mention of Zelena, and that she didn't see her when she woke up. Despite the haze of pain and exhaustion, she feels a thrill of worry at the thought.

Robin speaks, addressing Ursula. 'Why don't I tell Henry what happened? You should take care of Cruella. Your… spell seems to have stopped the bleeding, but you should attend to it, and make sure there's no risk of infection'. She remembers that he's a man of the forest, and she trusts his judgement. She knows little of wounds.

She nods. He follows her into the dinning room and deposits Cruella carefully on the bed. She groans softly, and a flash of guilt passes over his face, and Ursula finds herself wondering more about this man, this man who raised a son who doesn't seem to believe the world is as simple as black and white and good and evil.

Regina turns to kiss Robin, briefly, before he and Henry leave, and Ursula is surprised to see that she stays. 'Do you need help?'

Ursula finds herself nodding before she's fully processed Regina's question, like its an instinct to trust this woman, and it puzzles her. She doesn't trust easily. And yet, perhaps it makes sense, after everything thats happened in the past couple of days.

She sits on the bed with Cruella while Regina staggers off, and strokes her hair absently. The woman's eyes are still open, but apart from that, there is very little response from her.

She tries not to let it worry her.

Regina returns with a backpack slung over her shoulder, which surprises Ursula even in her muddled state, and a bowl of warm water, a cloth draped over her arm. The woman pulls up a chair and sits in it, her back still straight despite the exhaustion weighing her movements, and puts the bowl on the ground next to her. She reaches in to the backpack and pulls out some antiseptic and gauze tape. 'I don't think we'll need to stitch her wound closed. We just need to make sure its not infected'.

Ursula nods. She turns Cruella gently onto her left side, and pulls the sleeve off her right shoulder, exposing the wound to them more. She takes the cotton buds Regina gives her, and the gauze tape, and sets about applying antiseptic to them.

It strikes her as odd, as bizarre almost, that Regina has a first add kit containing these materials. 'Why do you have this stuff here?', she asks the question almost absently, she's not even fully aware that she's spoken.

Regina smiles slightly, she's dabbing the wet cloth against Cruella's shoulder with a sort of gentleness that surprises Ursula. Cruella means nothing to this woman, she's been nothing but a threat, and yet there is kindness in her touch. Ursula wonders why, whether this is the real Regina, beneath all her masks, one who is caring and kind without trying. 'We had something of a warning, before all hell broke loose. Enough time to get everyone into hiding. Enough time to get Mal and her daughter out of town. In all that chaos, Henry had the sense to grab as many supplies from the hospital as he could'.

Ursula frowns, pausing with the bottle uncapped, the smell of it sharp under her nose. 'Why did you need to get Mal and her daughter out of town?'

Regina shrugs, and then winces, as if the movement has caused her pain. 'When we understood that Rumple and Zelena had formed an alliance, we realised that maybe they'd want someone else to help them. Mal was worried that they'd threaten to hurt her daughter in exchange for her help. She didn't want to get caught in the crossfire'. Regina looks down at Cruella as she says that. That is whats happened to the woman, in this case, Regina doesn't know Cruella's purpose for being in Storybrooke, she doesn't know much about her at all, but she's taken this event as it is, because Cruella was shot because she tried to help them. 'Personally, I was worried that once Rumple realised that turning Emma's heart dark wasn't an option, he'd go for the next best thing. The girl who inherited that darkness'.

Ursula's heart clenches, and she opens her mouth, she wants to ask, _did it work, did we make the right decision_, but then she remembers the situation at hand, and shuts it again. There will be time to ask her questions regarding Mal later.

It takes longer than it would if they both had more energy, they're careful and smart about it. Ursula doesn't want to make any mistakes concerning Cruella's health. When she's covered Cruella's wound in gauze tape, her shoulder clean despite the dirt and blood still staining the rest of her skin, Regina takes the bowl and the backpack, and returns several minutes later with some clean pyjamas.

She and Ursula help Cruella to sit up. Cruella remains silent and half awake and doesn't seem to react to Regina's hands on her, and then Regina helps her support the woman to the bathroom. They have little choice but to sit her on the floor, her back against the bathtub, and Cruella leans her head back on the edge and doesn't say a word. She hasn't spoken since she told Ursula she was cold. Ursula leans over and turns on the tap, and the sound of water cascading into the tub breaks the strained silence.

Ursula tries not to let her worry show, but when Regina turns in the doorway, her hand on the doorknob, she sees the concern she's trying to hide. The dark eyed woman opens her mouth as if to speak, and then shuts it again. She leaves with a frown between her brows, pulling the door shut behind her, and Ursula closes her eyes and swallows and tries to hide her worry from herself.

Ursula checks the temperature. She remembers, even now, almost thirty years after they separated, the temperature that Cruella preferred, hot and on the verge of scalding, she couldn't stand the cold, couldn't stand lukewarm baths, the heat had to last. She leaves it running, steam rising thickly, she flicks on the fan and kneels down in front of Cruella slowly, her muscles aching as she squats.

Cruella leans back against the bath, her head tilted back and her eyes are open, Ursula marvels at that, marvels at the fact that this entire time Cruella hasn't closed her eyes, not once, and she wonders how she finds the sheer will power to keep herself awake. She cups the woman's cheek and Cruella turns into her hand, seeking the contact, if this had been any other time or any other situation, she'd laugh, tease the woman because its almost a nuzzling motion, and even still a faint smirk flitters over her face.

She undresses Cruella carefully, moving slowly, she doesn't even bother to try and lift the thin sleeveless shirt over head, she's been shot and it'll cause her too much pain, the thing is almost a scrap now anyway, ripped and shredded from where she skidded against the pavement, its covered in blood and dirt and sweat. Instead, she grips it firmly and rips it down the centre, the material parts easily, following the tears already there, and Cruella makes a vague sound of protest in the back of her throat, but makes no move to stop her. Ursula makes another tear in the shoulder, pulls the shredded material from her frame carefully, and it frightens her, how little response she gets from Cruella, the absolute lack of protest.

She's struck suddenly by a memory, a memory of tearing satin and silk from Cruella's body and she remembers the woman shrieking, _that was expensive darling! _and she remembers finding it hysterical, the woman's completely horrified expression. She shivers. Sometimes memories of those days, the days when things were bright and fun and _good _have a touch of melancholy to them.

She helps Cruella up and she sits her down on the edge and kneels down in front of her and begins undoing her boots. She finishes undressing her with a practical methodicalness that she used to save for those days when Cruella was really too drunk to do anything more than fall into bed and sleep.

She wishes that this was one of those scenarios, because at least then she knew what would happen when Cruella woke up. She knew how things would go.

But this is different, completely and entirely, Cruella is hunched over, almost falling forwards, and when she stands again the woman leans her head against her chest. She's shivering despite the heat from the running water, the room is filling with steam despite the extraction fan. Ursula places her hands on her shoulders and rubs gently, carefully, avoiding the wound that has been covered in gauze tape, avoiding touching that area entirely, because she's worried about jolting it and breaking the spell. Cruella presses her face against her chest, between her breasts, she hears her breathe in and a tremor wracks her body, one of her hands come up and Ursula feels it press against the base of her spine. Ursula lifts her hand and runs it through Cruella's hair, her hair is mattered with grime but she doesn't care, she runs her fingers down Cruella's neck and over her spine and Cruella shivers, her hand tightens in Ursula's shirt, and for a moment they are still. The steam wraps around them and encases them and they stand in a half embrace, and its a small reprieve, a moment of peace and Ursula feels safe and warm, with Cruella leaning against her she hears the words again _she__'__ll be okay_, and they're stronger.

But Cruella doesn't speak, even when they part and Ursula helps her into the bathtub, even when she leans over and turns off the tap and retrieves the cloth and starts to wipe the blood from her skin, her touch gentle and kind (she can be kind with Cruella, she was afraid of it for so long after her voice was stolen, but she can show kindness to the woman who won't admit to wanting it). She sits there with her back bowed and hugs her knees to her chest and rests her chin on her left arm and stares into space, and it is so unlike her, the silence, the utter lack of conversation. So Ursula says nothing. She thinks of her dream, of Rumple's words, of Regina's, _she__'__s relieving her memories_, and she wishes she could find someway of erasing that experience, because she knows Cruella's past, her darkest memories, the ones that haunt her in the early hours, and she knows why she isn't speaking.

Ursula rolls her sleeves up past her elbows, and washes Cruella, careful to avoid the bandage sealing her wound from the world, and the dirt from her hair, she lathers Regina's apple scented shampoo in the woman's monochrome locks and cups her hand at her hair line when she rinses it to keep the soap suds from getting in her eye. She's methodical in cleaning her, she takes her time and she can feel how thin Cruella has become, her ribs jut out against her skin and she feels like she could snap the woman in two if she isn't careful. She drags the cloth lightly over her back, the is a patchwork of blue and black smattering down from her shoulders, over her hips. Ursula remembers her hitting the ground, again and again and her body was running on dark magic and if it hadn't, she wouldn't have gotten up again, she would've had the sense to stay down, but she didn't.

When she's done, she rinses the cloth in fresh water and comes back and sits on the edge of the bathtub and takes Cruella gently by the chin and cleans her face, cleans the blood from the side of her mouth, from the edge of her jaw, she cleans the dirt from her face and she removes the last remains of the woman's make up, and Cruella stares up at her the whole time, unblinking, her eyes are glassy, reflective, and for the first time Ursula cannot tell what she is thinking.

She rinses the cloth again and hangs it up. When she comes back Cruella still has not moved, so she reaches under the water and pulls the plug and holds out her hands to the woman. Cruella blinks slowly, finally, she takes Ursula's hands and Ursula feels the touch somewhere in her gut, she helps Cruella stand and retrieves a towel and Cruella leans against the wall, hugging herself and shivering violently and Ursula helps her step out of the tub and dries her down gently, dabbing at her damp hair. She hangs the towel up and retrieves the pyjamas Regina gave her to borrow, thin silk things and really what Cruella needs is thick winter ones, she needs warmth and fur but neither of those are options now. When she turns around she's struck by how vulnerable Cruella looks standing there, with her hair slicked back off her face, curling at her neck, shivering and naked and too thin under the lights. Cruella has always looked vulnerable without her make up, but this is something else.

She thinks that any mask Cruella has been able to keep between them has finally fallen (it hasn't fallen, its been ripped away, brutally, and she would almost trade this new exposure if she could rewrite that invasion). She helps Cruella dress and when she's done she lifts both hands and cups Cruella's face in her hands and kisses her, its sweet and brief and almost chaste and nothing like what it usually is (because there is something else that wasn't there before, now) and Cruella seems to come to life, just for a second, her hands come up and rest against Ursula's neck and her lips part and its tender and tired and clumsy and everything that they've never been, but its _nice_.

(There have been moments of tenderness, gentleness between them, without the desperation and heat and need, they were rare, but Ursula remembers each one like a brand in her memory. They were the moments when she wondered if it was love, the thing that bound them, the moments when she wondered if happy endings could creep up on you).

She doesn't voice those thoughts. She hands Cruella the spare toothbrush Regina laid on the pyjamas and while the woman leans heavily on the sink and cleans her teeth, she closes her eyes and summons the little magic that has replenished, the tiny spark, and sings quietly under her breath, perhaps it sounds more like chanting, like a preyer, and she wonders if Cruella can hear her. The spell wrapped up in her song reveals what she already knew, that Cruella is battered and bruised and half starved, that she's been shot, and she has a concussion, but there are no hidden injuries, no internal bleeding and no brain damage, nothing to overly concern her. The concussion is even mild, despite the force her head hit the ground with. Perhaps the magic in her system did something to help her.

Their journey to her bed in the dinning room seems to take a long time, Ursula does her best to support Cruella, an arm around her waist, and her tentacles keep her up, surging over the floor, and that is how they get there, slowly and painfully. Every now and then Ursula will step too heavily on her ankle and a lance of pain will shoot up through her leg, but she ignores it.

When the reach the bed, the sheets have been changed, and an extra blanket is folded at the end. She helps Cruella climb into bed, flat on her back, pulls the covers up around her shoulders and tucks them under her chin and bends and presses a kiss to her forehead and feels the woman's eyes flutter closed, hears a sigh escape her, and murmurs, 'I'll be right back'.

She finds Regina in the living room with Robin, just as she thought she would. It pains her to leave Cruella, and she wouldn't have, if the fear gnawing in her belly had not risen steadily as she washed the silent woman.

The two look up as she enters the room, and neither of them look surprised to see her. Regina even looks relieved, as if she wanted to speak to her anyway. Ursula sinks into a chair opposite them, she had to limp to get here and it hurts her back, she's glad for the comfort of Regina's tasteful furniture. Robin has his arm around Regina's waist, their hands intertwined, and Regina leans into him, and it strikes Ursula as a show of trust from this woman, that she's letting her see this affection.

She takes a deep breath. Then, 'are we safe?'

Regina hesitates, and Ursula feels her heart lurch. 'We are safe, aren't we?' her voice is sharp, sharp and a little desperate, because surely they cannot still be in danger, after all this.

'It depends on your definition of safe, I'm afraid'.

'My definition of safe is not having to worry about any more threats, Regina. Whats yours?' Ursula hugs her elbows. She wants to return to Cruella, patched up and clean and far too pale, far too vulnerable, but she won't be able to sleep if she isn't completely sure that they're safe, that the threat is over, that they won.

Regina holds up her hands, and sighs. 'Fair enough. What I mean is, it depends where you think the threat will come from. For example, Rumple is no longer a threat, in my opinion'. Regina clears her throat before continuing. 'Emma did something incredibly foolish. If I hadn't helped, if you and… Zelena, hadn't helped, its safe to say that things would've gone very differently. But…'

'It worked'. Ursula can hear how incredulous she sounds, because the concept of _winning _is so foreign to her, and she's beginning to realise that this is a victory, that they've walked away alive if not unscathed, and its so outlandish that she has to hear someone else say it.

Regina nods, and she looks almost as bemused as Ursula feels. 'It worked. The Blue Fairy went to check on Rumple in his cell. His magic is gone. He's even limping again'. There is a hint of something strange in her voice (pity?) that makes Ursula frown, but she says nothing. 'Actually, Blue was able to answer a question I had. Emma called her before we all left, and asked about whether it was possible to strip someone of their magic. Blue explained how to do it'. A flash of anger passes over her face, and Ursula understands it - Blue knew exactly how dangerous it was, knew that taking on the Dark One was potentially disastrous, and yet she gave the information to Emma, knowing it all, and knowing how little experience Emma had. 'But there is no threat from Rumple. David put him in a cell for now, just encase he starts to think about taking his revenge another way'.

'And Zelena?' Robin says the woman's name gently, as if anticipating Regina's reaction.

Her expression closes up and she swallows tightly, shrugging her shoulders slightly. 'I don't know. She'd disappeared by the time we all came to. There is a possibility she's still a threat but… she helped us, in the end. I'm not a fool enough to think that suddenly means we're the best of friends, but I don't think we have to worry tonight. In any case, the protection charm should keep her out for now'.

There is a beat of silence that leaves Ursula feeling frustrated. 'Then what is the problem?'

Regina hesitates. 'There is something else. I don't know if its an immediate concern, but —'

'Regina, just tell me. Please'.

Regina sighs heavily, runs her hand through her hair and they're all exhausted, drained and exhausted and their eyes are heavy, but there are things that need to be said, before they can rest. 'It was just something Blue said, about Rumple's magic. It didn't belong to him. It transfers from one person to another, based on who kills who. We don't know whats happened to it now that Emma forced it from him. Blue thinks that Emma's magic will keep it out, that it won't try and return to her body now that its been… tainted, as she said. But there is a chance, however small, that some of it survived, and that right now its searching for another subject to inhabit'.

Robin frowns, and Ursula recognises the expression behind his eyes, its fatigue and an almost incredulousness, that after everything, it's not over, that they could still be in danger. 'So we're all at risk, then?'

'Blue didn't think so', Regina sounds skeptical, as if unwilling to trust the fairy's judgment, and Ursula can't blame her. 'Blue thinks that anyone touched by Emma's magic tonight is safe. Anyone who helped force the darkness from Rumple joined their magic with Emma's, and was… well, protected by that association'. She takes a deep breath and sags against Robin more, her shoulders heavy with exhaustion. She takes another deep breath, and Ursula has the strangest urge to stop her, she feels almost bad for keeping her up, but she can see that Regina is going somewhere with this, and it concerns her.

She's exhausted too, bone weary, there is a haze clouding her mind, but she needs to know. 'So you and I are safe'. Even Zelena is safe, she realises with a start, and she's struck by the idea that that is a good thing, that adding the Dark One's magic to that woman's already considerable power could be disastrous for all of them.

Regina nods slowly. 'We're safe, but I still think that it'll go for someone with magic, especially if its significantly depleted'.

Robin's frown deepens. 'Maleficent, maybe, when she comes back?'

But Ursula has understood what Regina has been reluctant to tell her. 'You think it'll go for Cruella'. She doesn't even try to hide how horrified the idea makes her.

Regina nods again, rubbing her arms almost absently. 'There are two scenarios that I'm picturing. One, it'll try and inhabit Cruella, because it's already done it before. She's powerful and she's susceptible at the moment, because it knows her mind. Two, Emma destroyed the magic that was in Rumple… but there is still some residing in Cruella's mind'.

Ursula balks. 'But I…'

'I know. You broke the enchantment on her. All physical signs that there is any of his magic left inside her are gone, but… there could be some there, still. We don't know, we can't be sure'.

'Did you tell this to Blue?'

'No. And I didn't, because the moment she suspects, she'll decide that its necessary to check'.

'Check?' There is too much information, on top of everything that has happened, too much and her mind is not processing it.

'She'll invade Cruella's mind to check whether there is any sign of the Dark One's magic left'.

Ursula opens her mouth, and shuts it again. Her hands curl into fists and two of her tentacles uncurl with a snap, slamming against the floor and the low coffee table with enough force to make a _thud _that resounds throughout the room. 'She… she can't do that. I won't _let _her do that'.

Regina holds up her hands, struggles to her feet, and walks over to place a hand on her shoulder, light and not invasive, and reassuring. 'That's why I didn't tell her. Cruella's had her mind ripped open enough times without her permission. But… my concern, aside from the very real prospect that I'm right about the Dark One's magic, is that Blue will figure it out anyway. She knows magic. She's been dealing with it for centuries. If she does, she'll go to Snow and David. For the three of them, the thought of destroying the Dark One's magic once and for all will be too much to resist. Emma might believe that Snow and David wouldn't actively try and hurt Cruella, but they know about sacrifices. Mal's child is a prime example'.

'Not to mention David _shot _her'. She spits it, violently, bitter and furious, the thought still brings a surge of roaring anger to her heart, its a good thing that David and Snow left to make sure Rumple was taken care of, to tell everyone the good news, its a good thing they were gone before she was able to process things, because she still wants to choke David for what he did, and the complete lack of hesitation. It all happened so fast, Cruella slamming Snow to the ground, controlling her, it couldn't have happened in more than a few seconds and yet that was enough time for David to decide that shooting her was the best option. It disgusts her.

Regina nods, and there is something like anger in her eyes, too. 'As much as I hate to admit it, until my magic replenishes, there will be very little to stop them that will make a difference, if they do come here'.

Ursula swallows tightly. 'Then what do we do?' She doesn't know when she and Regina became a _we, _doesn't know why she trusts this woman now, because even if she'll never speak the words aloud, she does.

Regina hesitates. 'There is one thing I could do. But Cruella will have to let me, and she's not going to like the idea. If she's willing… I could check myself. I know what Rumple's magic feels like. I'd be able to recognise it probably just as well as Blue. And I'd be carefully. I wouldn't go ripping into her consciousness and her memories without a second thought'.

Ursula opens her mouth, shuts it, and bites her lip. She thinks of what Cruella's been through, of the invasion she's already experienced, and knows she won't be happy with the thought. As if reading her mind, Regina's expression softens. 'I know she won't like it. I don't like it myself, either. Cruella's already had her mind invaded enough times. But, its that, or let Blue do it, or leave it, with the high risk that there is some still there'.

'Well, Cruella wouldn't want that'. Its the truth. The thought of having the Dark One's magic inside her head would probably disgust Cruella more than the thought of letting Regina into her head. She sighs. 'I'll talk to her about it, when I can'. _When she__'__s up to it_. Cruella has never been weak. She doesn't need babying. But she's been through something incredibly traumatic, and there is a reason why she isn't speaking.

Regina nods, stepping back to sit down next to Robin again. 'Its not…urgent, I think. This shield should hold for now, if the magic tries to come for her. And if it is in her mind, and it hasn't presented itself yet… then I don't think there is any point in worrying right now. Wait till morning'.

Ursula nods, and stands. Her legs are stronger, no longer shaking, she's regaining her strength bit by bit, and she can feel her magic returning. She pauses at the door way, looking back at Regina sitting in Robin's arms. She opens her mouth, and there are a thousand things she could say. But all she says is, 'thank you, Regina'.

And she means it.

She finds Cruella still lying on her back, her eyes closed, seemingly oblivious to the world. She stands for a long moment, staring down at Cruella, there is a lump in her throat and her lip is caught between her teeth because she feels like she's going to cry and she doesn't know why, maybe it's the strain of it all, the constant fear and desperation an the knowledge that the woman she loves, _loves_, nearly died, and that she's still in danger, she closes her eyes tightly and takes a deep breath and wonders when things became so difficult.

She walks around the bed and slips in carefully beside the woman, lies on her back and stares at the ceiling. She wants to take Cruella in her arms and hold her close so that she can be sure she's really alive, she wants to breathe her in, but she won't touch her without her permission, not after the invasion that she's been through recently.

She breaks out of revere to realise that Cruella is shivering, her skin is cold when Ursula rolls over to touch her shoulder, looking down at the woman with a frown. 'Cruella?'

Cruella's eyes drift open, it looks like it takes her a lot of effort to do that, her eyes are dull and tired and she turns over onto her side, the cover slip off her shoulder and Ursula is confronted with the gauze tape concealing her wound and she swallow. Cruella is hugging herself under the covers, she's shivering and her teeth are chattering and she scoots closer to her, their knees bumping. Ursula wraps her arm around her without thinking much of it, Cruella's waist is thin underneath her arm, she can feel the sharp curve of her spine under her hand when she rubs it slowly up and down the woman's back in an effort to warm her. Cruella's arm snakes around her waist, and Ursula feels her press up against her, as close as possible in the dark with their clothes still separating them. She's so glad that she's getting some sort of response from the woman that she sighs, leaning her head down on the pillow and Cruella's head comes to rest under her chin, she can feel the warmth of her breath against her skin, and she needs this, she realises, she needs to feel Cruella alive and breathing, and she closes her eyes and tightens her embrace fractionally, and god she's missed this, the warmth of the woman and the way they fit together, however cliche and foolish that may sound.

Cruella sighs, her shivering has stopped, and Ursula laughs lowly. 'Better?'

'Much, darling'. It is so, so good to hear her speak, finally, after so long, and her voice is low and rough, like sandpaper, but it doesn't matter. There is a pause, and Ursula focuses on the woman's breathing, the way her ribs expand under her hand, in the silence she can feel Cruella's heart beating, steady and strong.

'Ursula?'

'Mmm?' Cruella rarely uses her name, and she knows her well enough to understand that she's about to say something that will leave her feeling vulnerable and exposed, and she increases the pressure of her hand as she continues to rub her back.

There is silence, and then, 'why did you come back? You had your happy ending'.

Ursula frowns. Cruella doesn't know about the oracle, she doesn't know of the nights Ursula spent regretting her decision, but Ursula saved her with true loves kiss for gods sake, and sometimes Cruella can be both incredibly stubborn and foolish. 'I would've thought it was obvious'.

Cruella says nothing for a while, and Ursula is remembering that night, the night when Cruella laid all her past out before her, and said that she couldn't love her, because she was incapable of love, and she wonders if the woman still believes that. She sighs. 'I came back because I realised that I shouldn't have left. I came back because I realised that too much had changed for getting my voice back to be my happy ending. I came back for you'.

Cruella stiffens against her, Ursula feels her stop breathing for a moment, and says nothing. Cruella will have to come to accept the truth herself.

She listens to the woman breath, and she can feel her heart pounding, and wonders whether she's afraid. 'Ursula... that was... true loves kiss, wasn't it?' She sounds incredulous, bemused, there is a hint of the usual scorn Ursula usually hears whenever Cruella speaks of such things.

She nods, her chin brushes against Cruella's soft hair, clean and familiar, there is a hint of pepper underneath Regina's apple scented shampoo. She hears Cruella swallow. 'How unconventional for us villains'. She can hear how the woman's voice is shaking, there is none of the usual bite, and she knows her well enough to understand what that means.

'Cruella?'

'Yes, darling?'

Ursula swallows. The words stick in her throat and she wonders if Cruella can hear her heart pounding. 'I love you'.

It is foreign to her, the word, the taste of it, the way her mouth forms the shape of it, the way it sounds, it's been a long long time since she said it, it's low and soft and tender, like it holds all the affection she has for the woman, and it feels _good_.

She hears Cruella's breath catch, and she understands, because it's an entirely different thing to know something, and to hear it confirmed. Cruella swallows tightly, and presses her forehead against Ursula's shoulder, her lips against her collar bone. Her grip on her tightens, and then she lifts her head and kisses her, her lips soft and warm, she tastes of pepper and toothpaste and Ursula cups the back of her head gently and breaths her in and feels home, and it's enough. She doesn't need to hear the woman say it, not yet.

Because when Cruella pulls away and stares up at her, her eyes are bright again, brilliantly blue and moist and sparkling, there is awe and affection and _love_ in her eyes, and Ursula _knows_ that Cruella loves her, and that is enough for tonight.

* * *

_**So, what do you think? Worth the wait? Worth the length?**_

**_I hope no one thought the bath scene was too strange. What I'm trying to show there is that really, there are no barriers left between them. Its an incredibly intimate thing, washing someone. Cruella is silent because she's gone through something really traumatic. She's basically had her mind violated for a long time, and she's been forced to relive all her worst memories. I don't think that, in that context, anything that she does in this chapter is out of character, but I'll leave that to you to decide. _**

**_Oh and, in terms of the episode, I'll be trying to incorporate a little from that, but i'll still be keeping my own stuff, which will probably come out more. You all seemed pretty happy for me to continue as I was :)_**

**_Up next, we'll be switching to Cruella's point of view for a bit. _**

**_Please review! _**


	6. Chapter 6

_**Hello! Wow, sorry, this update has been a long time in coming. Things got very busy here. I hope you're all still with me, and still interested in seeing where this goes! **_

**_So, this chapter has been rewritten about five times now, and I'm still not sure if I'm entirely happy with it. This one is all from Cruella's point of view, and while she's not exactly like she is on the show, she's still difficult to write. I hope you guys feel like I've done okay._**

**_There is a lot of heavy stuff in this, I think. I'm trying to tackle Cruella's experience, and her trauma, as well as I can, and as realistically as I can. If any of you feel even mildly uncomfortable with the way I'm doing it, please let me know. _**

**_Anyway, enjoy._**

* * *

Cruella wakes in the middle of the night with a scream lodged in her throat and fire in her stomach. She's burning, burning from the inside and her jaw is locked wide, a silent scream choked back on her tongue and she can taste blood and there is smooth skin under her hands and its like an anchor, an anchor against the terror running through her and turning her blood to ice, an anchor against the tide of memories streaming behind her eyes and she tightens her hands and she feels like she's being torn apart from the inside.

She's aware that she's hyperventilating, her breath coming short and fast and her heart is pounding against her ribs, a frantic staccato rhythm and her mouth is still open and she's cold, terribly terribly cold and she clutches at her anchor and she feels arms tighten around her, a strange, muffled sound from above her and she inhales sharply, the smell of the sea, of crisp clean air and a warm breeze on a spring day and she feels the breath escape her in a rush. _Ursula_.

She focuses on the woman holding her even in her sleep, the woman who has always accepted her for who she is and who she was, the woman who has held all her weaknesses in her hands and curled her fingers gently to shield them from the world, the woman who once made her a promise to never send her back to the place she'd come from, and forces herself to calm down.

It takes time. She has not had a panic attack in years, not since she locked her memories away behind a wall she'd once believed impenetrable. She's almost forgotten how to deal with them. But she presses herself closer to Ursula and breathes her in and thinks of the undeniable fact that this woman loves her, and gradually the newly awoken memories fade behind her eyes, and her heart rate slows.

She's left feeling weak, terribly weak, like an ache in her bones, and a burning in her stomach, and she realises with a start that its hunger. She can't remember the last time she ate. She can remember nothing of the past few days, nothing beyond the moment when she told Ursula to run, before that it's a sea of memories that belong to her distant past, she can't remember anything beyond calling Regina, calling her and pleading with her and a desperate, desperate need to stop what Rumple planned to do.

There are flashes in there, moments when she broke through, in the early days before Rumple changed his spell, when all she could see was thick smoke, she remembers breaking through and seeing Emma and Regina fighting and she remembers fighting the spell in her veins. She remembers the panic of knowing she was being controlled against her will.

She takes another shuddering breath that releases as a groan. She's starving, hunger gnawing at the inside of her belly, and she feels sick with the strength of it.

Cruella moves away from Ursula, moves away from the warmth of the woman and slips from beneath the covers hesitantly. She's immediately struck by a cold blast, it is freezing and she's wearing thin silk and she reaches for Ursula's coat, her hands shaking. She remembers watching Ursula fold it carefully on the table, always so methodical. She almost smiles, almost, but her muscles don't seem to respond to the fondness she feels at the memory.

She wraps the coat around her shoulders and the cold looses its bite, its too big on her, too loose, she and Ursula are similar heights but it almost dwarfs her frame. It smells like her, of sea spray and warmth and she hugs herself for a moment, staring down at Ursula. The woman is fast asleep, her lips parted slightly, her forehead smooth and her face peaceful. Her dark hair is splayed across the pillow. One of her hands is curled near her mouth. Cruella feels warmth in her cold, unloving heart, feels it blossom and spread as she stares at her, and it frightens her.

Ursula has always been different, she thinks as she stands slowly. But love… love is… something else. And while she knows it, knows that she loves this woman because that true love's kiss practically signed a declaration of the matter, it feels unreal. A truth that belongs to another.

Her legs shake. She reaches for the table and leans on it, a hand crossed over her stomach. The world spins. She takes a deep breath, and then puts one foot in front of the other, and begins to make her way to the kitchen. Its slow, and painful, every part of her aches, from the base of her skull down her shoulders to her feet, everything hurts, in a way it hasn't for years. But she puts one foot in front of the other, again and again, and every step feels like a small victory.

There is buzzing in her ears by the time she reaches the kitchen, her hand clutching at the wall, and her feet are cold and her toes numb and she doesn't hear the voices until she's almost standing in the doorway. She pauses, still hidden from sight, and tilts her head, her eyes closed, listening to the voices.

'No, Snow. Absolutely not. That's an invasion I'll have no part in'. Regina sounds exhausted, but there is an edge to her voice, a low note of fury.

'Regina… what would you have us do? What do you intend to do? What if there is some of the Dark One's magic still inside her? We have the opportunity to rid all the lands of the greatest darkness in all of time'. Snow sounds ernest, ernest and slightly desperate.

'I don't know, Snow, and to be quite honest I haven't really thought about it. For god sake, not four hours ago we nearly died. You could at least wait until morning'.

'This is urgent, Regina'.

'Snow', her voice shakes, low with anger and disbelief and exhaustion, 'do you have any idea what you're asking me to do?'

It takes Cruella several moments to understand that they are talking about her, and she bristles at the thought. She has an inkling of what is being discussed, a vague, half formed knowledge, and she swallows thickly.

She thinks about turning and returning to bed, to the warmth of Ursula's embrace. But her stomach growls, and she cannot ignore her hunger any longer.

She swallows again. And then she lifts her head and straightens her spine.

She steps into the kitchen. Snow freezes at the sight of her, her lips parted, on the verge of speaking, and clamps her mouth shut. Regina turns her head swiftly, she's been leaning on the island counter, her shoulders hunched, but she swings around as Cruella steps forward, and her expression is far less hostile. It is a strange thought.

She feels strangely exposed without her fur coats. But she steps up to the island counter and leans her hip against it, tries to look like her legs aren't trembling violently, and folds her arms tightly in Ursula's coat. She won't break here, in front of pretty, stupid, foolish Snow White.

Regina tilts her head and regards her with something like understanding. 'You shouldn't' be up, Cruella'.

Cruella snorts. 'Please spare me the false concern, darling, there isn't anyone here to tell you to be nice'.

Regina smirks, and Cruella feels herself falling back into a rhythm. While she never trusted Regina as one of their temporary allies, she did enjoy the woman's sharp tongue, the way she always had something to throw back. It was fresh, and entertaining. This is familiar territory, not something uncertain and terrifying.

'Did you want something, Cruella?' Snow's voice is sharp, like a whip crack, slicing through her thoughts and she nearly winces.

But she doesn't. She's always been good at hiding, at acting, at concealing how she feels. She's no where near at her best, and perhaps both woman can easily see through her, but she will never wince at something Snow does. She's no more threatened by this woman than she is by dogs, anymore. 'Actually princess, I did. It has been some time since my last meal, and I wanted to remedy that'. She looks at Regina, Regina who watches her with understanding and something like concern creasing her brow. 'Is there any food in this god awful house?' It is the closest she will come to asking.

Regina nods, her frown has depended, but she doesn't seem even mildly offended. She starts to move about, slowly, and carefully, and Cruella wonders if she was hurt in that battle she has no memory of. 'Did they let you eat, at all?'

Cruella can feel her legs beginning to tremble, and she wants to move to sit, but Snow is standing on that side of the island, where the stools are, and she will not go any closer to that woman than necessary. There is something that disgusts her about heroes who pretend they're good and pure. Maybe Regina acts like a hero, maybe she plays the part well, but at least she's never pretended to be anything but. She knows her past and her crimes, and she's never tried to tell them as anything but what they are.

She blinks once, Regina has paused to look at her, and there is something hard in her eyes. Cruella shrugs, one shoulder, the left, she's wise enough not to attempt to move her injured shoulder. She's tried to avoid thinking about the fact that she was shot, but its there, a lingering presence she can''t ignore. 'I don't know, darling. I wouldn't be surprised if they hadn't'.

Regina's jaw tightens, there is barely concealed fury behind her eyes, and Cruella wonders at it. She picks an apple from a fruit bowl resting on the counter and rolls it to Cruella, her mouth tight. 'Start with that. You don't want to push it. Eating a lot after eating practically nothing can be… bad'.

Cruella wonders how she knows. She tries to not notice the way her hand shakes when she reaches for the apple. She bites it, and its sweet and ripe against her mouth, the juice overflows and she can feel it sliding down her chin and down her fingers. Its almost too sweet, but at that moment it feels like the most delicious thing she has ever tasted. It is not until she has wiped the juice discretely from her chin that she realises it feels like some sort of truce, like she's accepting an offering of peace.

'Well, Regina, I guess we'll finish this conversation later'. Snow speaks up, and Cruella feels a flash of anger, a sudden desire to make her shut her pretty mouth.

'Perhaps you might finish it here, _princess_'. She enjoys calling Snow that, mockingly, because Snow was a queen, and yet, Cruella still sees the spoiled princess she heard so much of, who believed she should have what she wanted when she wanted, who believed she was good and kind because her father told her so, who probably didn't think twice about taking Maleficent's baby, because that was what she wanted. 'After all, you were talking about me, and I do not like plans to be made for me without my consent'.

Snow's expression tightens, and so, to Cruella's slight surprise, does Regina's. 'What?' she bites, her fingers tightening on the apple, 'don't like it when someone overhears your unpleasant plans?'

Regina pauses, Cruella realises suddenly that she's begun cooking, there is a saucepan on the stove and steam rising gently from the surface. Her stomach growls. The former queen sends Snow a hard, complicated look. 'There really is nothing to discuss, Snow. I've already told you I won't do it'.

Snow stares at her for a moment. Then she turns to Cruella, and says, all in one breath, a rush, 'there is a possibility that some of the Dark One's magic remains inside you'.

'Snow!'

Regina's voice is loud, too loud, it crashes against Cruella's ear drums, there is fury and horror and complete utter disbelief in her voice but Cruella barely hears it, barely, she stares at Snow and her mouth is open and the apple falls from her fingers and her heart is pounding, a frantic drumming against her rib cage, she's thinking of how it felt the first time, when Rumple put his hand on her head and his magic crawled under her skin, the pain of it, the way it ripped her mind open, the burning sharp ice, the way she'd seen her life spin across her eyes, like some old film locked in fast forwards, it was a pain she's never known before and she thought it was done, gone, she thought she was free and _safe _and maybe it was a foolish, foolish thought because she's never known safety, never, she's had a glimpse of it but she's never known it and the only time she's every come close is with Ursula's arms wrapped around her but she's not here, Ursula is not here and her breath is locked in her throat and she can't breathe.

There is a hand on her right shoulder, flat against Ursula's coat, it sends a jolt of pain through her and the pain clears the fog of panic in her mind, just enough, and she sucks in a breath and its Regina. Regina stares at her and in the light her eyes are bottomless. 'Cruella, _breathe_'. Its a command, an order, sharp, and it is good, because she thinks any coddling or kindness right now would make her vomit.

She stares into Regina's bottomless eyes and she's reminded of how dark and deep the sea is, of the power it holds, and that thought is enough to steady her. She closes her eyes and there is a flash _weak! _in her head, but she's having a panic attack, or she's on the verge of one and right now, she doesn't care. She breaths slowly, deeply, forcing herself not to think of the weight of Snow's stare, the way it burns her skin, tries not to think of Regina's gentle touch on her arm, like a balm against Snow's hostility.

It does not take long, certainly not as long as the one she had earlier, and she feels sick, knowing how weak she is today, that she's had two panic attacks in under an hour. When she can see straight, think straight, when her heart rate has returned to normal, she shrugs off Regina's hand, and keeps her face deliberately expressionless, ignoring the sharp pain in her shoulder, and turns to look at Snow. The younger woman's expression an odd one, a mix of something that could be guilt, spite, and perhaps a little triumph.

'So. You believe that the Dark One's magic has managed to lock onto my mind, and you want Regina to do what, exactly? Rip my mind open, find it, rip it out, without any thought to what it will do to me?' Snow is a queen in this respect, invading and taking what she wants and leaving her foes vanquished and not caring about the innocent, or those in the crosshairs. 'But of course, none of that matters to you, does it princess? I'm a villain after all, and what is one villain in the face of the greater good?'

Snow looks like she's fighting to hold back, she seems to be chewing on the inside of her cheek, and that guilty expression has returned to her eyes, her eyes that are now focused on Cruella's shoulder, and Cruella realises that her words have struck a cord. Maybe Snow is thinking about how David shot her. Maybe she's thinking about Maleficent's child, the girl who was reunited with her mother, and Cruella wasn't there to see it, or the ramifications that followed. There had been barely a breath, a beat, between Regina returning from New York with Zelena and the man Rumple had called Regina's other weakness, with Emma, and Maleficent's child, barely a moment before he'd gotten to Zelena and gathered the three of them together and told them his plan, barely a moment before she'd realised that no, no no no that was too much, too far, a line she couldn't cross, a line Maleficent had often spoken of, and one she'd never thought she'd be faced with. And she had, and she'd chosen to betray Rumple and she'd called Regina and she'd suffered for it. With all that chaos, there had been no time to see for herself what had become of the little baby she'd failed to protect.

She's always failed at protecting children entrusted to her care.

She pushes that thought away, and levels a hard glare at Snow. She opens her mouth to speak, but Regina steps up to the edge of the counter, and her eyes are hard and furious. 'I think you should go, Snow. We've no more to discuss, tonight'.

Snow's expression changes, it becomes ernest and pleading. 'Please, Regina. We have to do this. It will happen, you know that, because it has to. We have to make sure its gone'.

Regina's hard eyes narrow. For a moment, she says nothing, and Cruella finds that her heart is pounding again, because however much she won't admit it, she's helpless here. Regina's magic is far more powerful than her own. If the woman decides to do what Snow wants her to do, she won't have any choice. Then Regina speaks, her voice low and cold. 'It can wait until morning. I will think about it'. She holds up a hand when Snow opens her mouth, clearly going to protest. 'I know how important this is, Snow, I truly do. But give me time. By morning my magic should have returned. By then, I'll have made a decision'.

Cruella's heart sinks, because it sounds like an agreement, and Snow seems to think so too, because she smiles brightly, and turns to Cruella with something like victory in her eyes. She opens her mouth, but again, Regina cuts across her. 'Get out, Snow. I don't want to see you until tomorrow'.

Snow looks shocked, completely and utterly shocked at the sudden anger written all over Regina's face, the fire curling in her irises, her mask is gone and she's almost frightening, and Cruella suddenly has an inkling of what it was like, when she was the Evil Queen, what it was like for those who were wise enough to fear her.

Snow frowns, she reaches across the island as if she wants to touch Regina, but Regina pulls back and hisses, 'out'.

Snow looks like Regina has slapped her. She bites her lip, but when she turns to look at Cruella, her eyes are flint. 'There is something you should understand, Cruella, before I leave. I don't trust you. I don't doubt that the moment the time is right, you'll betray us somehow. Ursula may have proven herself, she may have helped us when we needed it, but her happy ending was never as dark as the rumours I've heard about yours. Her, I trust. You… make one move to betray us, and you can forget about happy endings. You wonder why I still call you a villain? Its because you haven't earned your redemption, like Regina. You may want to remember that we've never lost'.

'Oh, I remember,' Cruella snarls. She can feel her expression twisting and there is anger in her bones, racing through her blood, burning away the emptiness that has weighed on her shoulders, and _yes_ this feels good, this feels real, this feels like power.

'I remember. I remember how you claim to fight for the greater good and you claim to fight for the innocent and for justice and how people call you good, fair Snow White. I remember all of that, and yet I remember the way you turned down Mal's plea for help, as a mother to another mother. I remember the way you took the knowledge she'd told you in confidence, and stole that child from her. I remember the way you thrust a terrible darkness on a child whose fate was as yet undetermined, and the way you stood by and did _nothing _when she fell through a portal, the way you did nothing when we fell with her, us, villains, villains who tried to do more to save her than you ever did. How can you claim to be unblemished, a hero, when you did that? When you destroyed that child's future? How can you claim to be good when you took a pure, loving heart and cursed it, so that when the woman who owned it had it returned to her, at the hand of her own daughter, she died?' Snow's face pales alarmingly at that, she staggers back slightly and Cruella laughs, pitched high and slightly hysterical, because she hasn't felt so alive since she woke up, with anger fuelling her, but she can feel her legs shaking violently, and she's so sick of being weak. 'Oh yes, I know about that. The imp was quite fond of telling us your darker secrets. Did you know, he wondered whether Emma's possibility for darkness came from you, not her status as a child of true love?'

She wants to step away from the counter and get close up to Snow, to intimidate her with her superior height, to feel her cower, but she knows that the second she lets go of the counter, she'll fall. She's having trouble staying upright as it is. 'Do you remember how that tree blasted you back? Remember how Mal thought it was because of your child? Maybe it wasn't. Maybe it was because the potential for darkness has always been there in your pure, _innocent_, heart, _dear _Snow'.

Snow's expression is odd, its twisted and pale and she looks torn between guilt and righteousness, torn somewhere between folding and fighting. It makes her pretty face look almost ugly. Then the woman straightens her spine and lifts her head and spits, 'at least I'm not responsible for the deaths of my entire family'.

Cruella's heart stops, just for a second, she wonders if she imagines the sudden silence in her chest, and then the anger drains from her as suddenly as it had come, and she's left feeling just as weak and vulnerable and empty as she had. But she doesn't break, not even now, her expression remains twisted in a snarl and she laughs, and is proud at how dismissive she sounds. 'No, darling, you're not. You're just responsible for tearing mothers away from their children'.

Snow swallows thickly, but suddenly Regina is there, behind Cruella with a hand on her shoulder, she hasn't spoken through this entire thing and she'd almost forgotten that the woman was there, and now she stands behind her and her jaw is set and her eyes are flaming and she looks at Snow and she hisses, 'Snow, _get out_'.

Snow opens her mouth to speak, but then Regina's eyes widen fractionally, the fire in her eyes roars, and all the fight seems to drain from Snow. She closes her eyes, and reaches over and puts a tentative hand on Regina's arm, just for a second, she doesn't give Regina time to shake her off, she steps away and addresses the woman who Cruella remembers is her step mother. 'I'll see you tomorrow, Regina. Take care of yourself'.

Regina nods, sharply, because despite the anger feels towards this woman's stupid, outrageous actions in the light of what has happened, there is something of a friendship between them, and she knows that she cares. Now is not the night for explaining why she's done the unkind, unjust thing by attacking Cruella after what has happened. She'd have to explain a number of things first, but now is not the time for that. She'll do it when she's alone with her and when her temper is not so high and when she has time to explain, to show her, why she's in the wrong right now.

Snow smiles, as if there is nothing wrong, and then turns on her heel and leaves, her chin tilted high, as if she's done nothing wrong, as if she's won some sort of victory.

Cruella's legs give out the moment the woman leaves.

Regina catches her around the waist before she hits the ground, sending a lance of pain through her, but Cruella's cheeks burn from the shame of it. 'Let me go', she hisses, hating her inability to even remain standing in front of this woman, hating this weakness.

Regina lowers her to the floor and Cruella can feel the colour high in her cheeks because she feels like a child, but she doesn't try to pull away because she feels lightheaded and there is a strange taste at the back of her throat and her stomach is still burning. She leans back against the cabinets and forces herself to breath deeply with her eyes closed in the hope that the world will stop spinning. When she opens her eyes, Regina is standing at the stove, giving her some space, apparently willing to pretend that nothing is happening.

Cruella is grateful for it, and feels incredibly bitter about it.

She doesn't want this woman's pity. She doesn't want her kindness. She doesn't really want anything from her, except food. And gin. God, she needs a drink. She opens her mouth, a sharp request on her tongue, but she's afraid that her voice will shake. So she says nothing.

Regina is the first to speak, after what feels like a long time of listening to her cooking. 'Before you ask, that was not me agreeing to Snow's request'.

Cruella snorts. 'Does it matter if you did? The princess will find another way of getting what she wants. She always does'.

Regina pauses, Cruella watches her hand still, the spoon resting against the edge of the saucepan. Then, 'I'd like to say that I could stop her, but I'd be lying. Currently, my power is… depleted and I - '

'Darling, why do you insist on keeping up this pretence?' Regina turns to face her, and Cruella levels a hard stare at her. 'Why on earth would you even try to stop her? Why would you risk whatever lovely family relationship you have going on here? Why would you risk anything for me, when you've worked so hard for this redemption you value so highly?' She scoffs and shakes her head and ignores the way stars blink at the edges of her vision.

Regina turns away from her, a strange expression hidden behind her eyes. She moves the saucepan off the heat and turns off the flame, and there is something very deliberate and controlled about her movements. Then she turns, her open dressing gown fanning out around her, and sinks down to the floor opposite Cruella, her legs crossed, arms resting in her lap.

There is something about the entire things that throws Cruella, and she's not sure why. She searches Regina's face, keeping her own carefully constructed mask of hostility deliberately in place, but she doesn't see anything that she understands.

After a long moment, Regina says, 'I know what its like, you know. To have your mind invaded. There was a reason I was so against agreeing to Snow's request. I know what its like, and I don't want to further your trauma'.

Cruella bristles. 'I am not traumatised, darling. I'm some helpless victim of some terrible crime'. She really, really doesn't like the idea. She's not really sure why. For as long as she was able, she's tried to keep a tight reign on everything that happens to her, on the way the world revolves around her. She's been unsuccessful so many times, but she's never needed anyone's help to move on afterwards.

Regina's gaze hardens. 'Yes, you are, _darling_'. The ferocity in her voice gives Cruella pause, and the meaning of Regina's earlier words seems to register. _I know what its like_. Despite herself, she's curious. Who could have done that to the Evil Queen?

Regina takes a deep breath. 'Rumple and Zelena took a part of you that was yours, that was private and hidden from the world, and ripped it open and abused it so that you would do what they wanted. I consider that a crime'.

Cruella stares at her for a moment, and she can feel her mask slipping. She pulls her knees up to her chest and wraps her arms around them, unconsciously trying to put some sort of barrier between herself and this woman who is hitting all the right nerves. She tries not to let how much the movement hurts show in her expression. 'You speak from experience'. It's not a question, and its almost harsh, because she's defensive and she wants to rattle Regina, who sits there leaning against the wall with such grace and nonchalance that its almost irritating.

Regina tilts her head, regarding Cruella through shuttered eyes. 'Like I said, I know what its like'.

She doesn't volunteer any other information, but Cruella has never been one to respect boundaries, and right now she feels like hers have already been pushed, so she pushes back. 'Rumple?' He's the only one she can think of who would have the power to do that to the Evil Queen, and live to tell the tale.

Regina blinks, once, and her shoulders tense minutely. But she answers after only a second's pause, as if she doesn't want Cruella to know that this line of conversation is bothering her. 'My mother, actually'.

_That _is unexpected, and Cruella knows that it shows in her face, she knows that her mask has slipped and that her eyes are wide with astonishment. Its odd, but she feels almost as if she's experiencing her body's actions as if they're not her own. She feels strangely detached.

But in that moment, she's thinking of two things. She's thinking of the rumours she heard (because information was necessary to manipulation, and Cruella was as good at that in the Enchanted Forest as she was in the mortal world) about Regina's mother. No one really knew much, from what she'd been able to glean, there'd been rumours that she was from a noble blood line and that she'd had inherited the throne in Wonderland. There were rumours that she'd been Rumple's favourite apprentice, and that Regina had gone to him by default. Everyone knew without question that she was a powerful and dangerous witch.

But there were other, more unpleasant rumours, and when she'd collected them all, Cruella had decided that she'd prefer never to meet the woman, because every rumour had some grain of truth, however convoluted it was.

There had been little to no information about her relationship with Regina, however. So this news is unexpected, even though it probably shouldn't be. People who did the things the Queen of Hearts had done certainly wouldn't see anything wrong with doing them to their own children.

But Cruella is also thinking of her own mother, who had no magic to speak of in her blood, who would've sneered at the thought of being tainted in that way, her mother who locked her up when she was seven years old and who left scars on her body in an indirect way that almost made it worse for that little girl who already had blood on her hands. She's thinking of the things that Rumple's magic brought dredging up, brought to the surface of a lake she'd long ago frozen over, brought crashing through a wall made of steel and ice and everything she'd made for herself over the years.

She can remember it all now, every single moment that she's tried to forget, every moment entwined with the reality that was going on behind Rumple's magic, faces he slapped over the faces of those who hurt her. Ursula's face became her mother's, her father's, her husband's. In her head, Ursula became the people who hurt her most, when she is the one person who has never wanted to hurt her, and perhaps the one person in this and any world who has ever truly loved her.

There was a moment, during the battle she cannot remember, when through the haze of magic and memories and pain, Ursula came roaring up out of the darkness, a mask of power and fury that flickered and became her mother's icy rage, her father's drunken fury, and her husband's cold smile. When her tentacles had wrapped around her to keep her still, she'd felt the bite of dog's teeth, the meaty grip of her father's hands, the strong, corded strength of her husband's fingers, the cool metal he'd once used to bind her wrists, everything but the grip of the tentacles in whose embrace she'd once felt safe.

It does feel like a violation.

She swallows past the sudden lump in her throat and ducks her head down to her arms, her breathing shallow. She works to construct some sort of mask that will at least preserve some of her privacy before she looks up again. Regina stares at her with concern, her dark eyes warm and gentle. 'Are you still with me, Cruella?'

She's asking if she's on the verge of another panic attack, Cruella realises, and she hates that this woman can recognise the signs after witnessing it only once. She nods, once, unable to think of anything dismissive to say. Instead she says, 'we have too much in common for my liking, darling'.

Regina frowns at that, searching her face and waiting for something more. Cruella does not give it to her. Instead she says, 'you said that you weren't agreeing to Snow's request. But you didn't deny that you think it should be done'.

Regina stares at her for a moment. And then she gets up and returns to the stove and turns her back on Cruella. 'No, I didn't. I don't like her suggestion, or what Blue's methods would be, but…' she sighs, and Cruella watches her run a hand through her hair. She sounds exhausted. 'I spoke to Ursula about this. I would've preferred it if you'd heard it from her. But the thing is, Rumple's magic was never his, as I'm sure you know. The Dark One's magic is very… good at surviving. I think, and obviously, so does Blue, that at least some of it survived what happened'.

In all honesty, Cruella isn't even quite sure what happened. But she doesn't say anything. Regina continues, her back still to her, and Cruella wonders why she's doing that, whether she's trying to give her some space. 'Basically, we think you're in danger either way, either because there is some of his magic still inside you, or because his magic has already inhabited you once'.

Cruella feels sick at the thought. But all she says is, 'so, despite not agreeing to Snow's request, you'll do it anyway?'

'Will I force myself into your mind and blunder about for a hint of Rumple's magic? No, of course not. But, if you let me, I will check, carefully'. Regina turns, and she's holding a steaming bowl of soup in her hands, and Cruella's mouth is suddenly watering.

Regina crosses to her and hands her the bowl and a spoon and sits opposite her again. Cruella cups her hands around the bowl. The warmth is welcoming, in the frigid air. For the first time, Cruella is aware of just how exhausted the other woman looks. Regina scrubs a hand over her face. 'If there is any of his magic left inside you, it'll be in your memories. He used his magic on your memories, and on your magic, but I believe that your magic is… untainted, if you will. There would be signs, if it was still there. You'd certainly know it, at least, if your magic was still entwined with his'.

Cruella swallows tightly, wondering if her memories could be tainted, too. She knows already that she'll agree to Regina's suggestion, because the thought of waking up tomorrow and finding that Rumple's magic is forcing her to do something again, or finding that she's remembering things that didn't happen, that are wrong, is absolutely repulsive to her.

But still, the thought of letting another person into her head is not exactly appealing. She takes a deep breath. 'So you're offering to search my mind… gently, for this magic, instead of letting Blue do it, which will be both painful for me and unfortunate for everyone because the sprite will know all my secrets and probably tell everyone about them'.

Regina nods her head slightly. 'I won't be able to avoid seeing your memories, however hard I try. I won't look at all of them. My plan is, if you let me, to follow Rumple's signature. He won't have touched all your memories, just the ones he thought were the most useful. If I do that, I'll find what I'm looking for'.

Unfortunately, the memories that Rumple touched are the same memories that show Cruella's darkest secrets, that show her weaknesses. It'd be easier if he'd decided to take her memories of this world and use them instead. But nothing about her life has ever been easy.

She chooses to laugh, instead of revealing how shaken she feels by this entire idea. 'I really don't have a choice, do I?' She smiles tightly, lifts the spoon to her lips. The spoon is hot and it tastes good but she doesn't really process more than that.

Regina shakes her head. 'You have a choice. There is always a choice. You can choose to allow me to do it, knowing that I will be careful. You can choose to let Blue do it, and trust me, she's not so considerate towards villains. You can choose to let neither of us do it, and Blue will do it anyway. You could choose to run. Mal's on the other side of town, after all. You and Ursula could join her. But if you run, and there is still some of Rumple's magic inside you, there will be no way of removing it. If its there, it will regain strength, replenish itself. It may be a beacon for the rest of his magic, if thats still in the atmosphere somewhere. Theres a high chance you'll be possessed, again'.

Cruella really does laugh this time, high and sharp and mocking, because they both know that there really isn't a choice there. She sighs. 'I'll let you do it then, darling, as if I'd choose any other option. But not tonight, please'. It's the first time she's actually asked the woman for anything, really, the first time she's pleaded, and she swears to herself that it will be the last.

Regina nods, and she looks both relieved and strangely regretful. 'Of course'.

Cruella tilts her head and regards Regina with a shuttered expression, and for the first time Regina cannot read the other woman's tired, haunted eyes. Then Cruella sighs and shakes her head and laughs, low and quiet and not unkind. 'You really have gone soft, darling'.

Regina smiles at the mockingly lilt to her tone. Ah, that is the Cruella she remembers. 'Maybe I don't have any reason to be hard anymore. I have my happy ending, I have my son, I have… love. What is the point in being hard and unkind just for the sake of it?'

'Some would call that a weakness'.

'Some would, my mother included. But I have what I want. I'm not stupid enough to trust blindly, because that has always gotten me into trouble. But I have my happy ending. I'd rather be nice to people, however much it might be difficult sometimes, than risk making new enemies who might want to take it away from me'.

Cruella smirks. 'I bet some of the idiots in this town do make it rather hard'.

Regina rolls her eyes, a real smile curving her lips. 'Oh, you have no idea'.

They lapse into silence. Cruella eats, and Regina says nothing more. When she's done, she stares down at the bowl and she feels warm and full, but she does not feel good. There is a sickening weight in her heart that will not lift.

She lets Regina take the bowl from her limp fingers, and when the woman extends a hand to help her up, she only hesitates a moment before accepting it.

She lets go the moment she's on her feet, and despite how full she feels now, her legs still feel weak. But maybe that was never because of her hunger, but because of what's happened to her. She hates it, how what has happened to her reflects physically, as well as in her complete inability to hide anything from this woman. Regina steps back from her immediately, and watches her with a strange glint in her eyes when she takes a step towards the door, and then another, and doesn't fall. Cruella reaches out for the wall, and then takes a deep breath and lifts her chin slightly. When she turns to look at Regina again, there is a slight smirk playing about her mouth, and though it feels false and forced, it feels good to be able to fake again, to have that slight defence in play.

It occurs to her that Regina has a very similar defence, and can probably see right through hers.

'Thank you for the food, darling'. Cruella has never been one to say thank you, never, but maybe its because she feels so unlike herself. Maybe its because Regina sat there on the cold hard floor and told her that she had a right to feel like she'd been violated.

Maybe its not the food she's really thanking her for.

She doesn't feel like she owes this woman anything. But she recognises what she's done for her. And there are very few people in the world — in any world — who have done anything for her without expecting anything in return. And it is the strangest thing, to know that Regina doesn't expect anything from her.

She almost doesn't know what to do with the knowledge.

Regina blinks, surprise flickering behind her eyes, before a smile chases it away. 'Going soft, dear?'

And Cruella laughs, and its short and sharp and a little bitter, but it feels real. It feels good. 'Not on your life, darling'.

* * *

_**So, what do you think?**_

_**This scene ended up being much longer than I anticipated, so no Cruella and Ursula interaction as yet. Don't worry, its coming soon. Does anyone have any requests, or suggestions?**_

_**I think that Cruella is perhaps one of the most complicated characters, or at least, she could've been, if the writers had handled it slightly differently. Obviously, she's not the same as she is in the show, but I'm keeping elements. Next chapter, I'll probably delve into her backstory, finally. **_

_**On another note, the season final? The Dark One's magic? I certainly wasn't expecting this to parallel what was actually happening on the show. **_

**_Please review!_**


	7. Chapter 7

_**Alright, here's the next chapter, again, a little late, but finally here. This is, without a doubt, the longest chapter I have ever written for this story I'm really sorry about that, but I couldn't find somewhere to cut it off. I'm not even sure how many of you are still interested/reading this story anymore, but I'll keep writing this for those who are. **_

_**So in this one, we finally get a look at Cruella's back story. Her happy ending will be outlined more specifically later. **_

**_Warnings: This chapter contains mentions of child and marital abuse. Also, people dismissing trauma. _**

**_I hope you enjoy!_**

* * *

_Her father is a huge man, not fat or muscled, but tall, a towering giant, and his hands are large and meaty. There is strength in his wiry frame. He__'__s like a blunt rod, and all she__'__s ever known from him is a violence that she doesn__'__t understand. He smells of alcohol._

_He looks at her this time without expression, as if she no longer matters, as if he no longer cares, and laughs, hollowly.__ '__You heard me. They__'__re dead, girl. Now get out of my way before I loose my temper__'__._

_The threat would__'__ve been enough once, but it__'__s like a switch has been flicked, and there are voices screaming in her head, tumbling over each other, vicious voices urging her to make him suffer, because he killed them, he killed them._

There are voices, rising over the memories cascading behind her eyelids, angry, outraged voices that merge into one roar, the rush of blood in her ears, the crash of waves against a rocky shore, darkness rushing up to claim her.

_Golden light slants through the slates closed over her windows, revealing the extent of the dust floating in the air. It is freezing in her attic, it almost always is, and she watches the dust settle on her toes where they protrude from beneath the blanket. She can hear her mother coming, sharp clacks on the stairs, accompanied by claws clicking against polished wood, clawing at her door. She can hear them whining. She lies there and stares at her toes. Today is the anniversary of her father__'__s death._

'Do you know what she's done, Regina? What is a little punishment for her crimes, deserved punishment, for the greater good?'

'Okay wow, Blue, let's just back up here a second, okay?'

'No Emma let her say her peace. Once she's spat enough bullshit for the day maybe she'll actually listen to what I'm trying to say'.

Cruella has never been a light sleeper. She's never been able to wake, bright and alert, at the first screech of her alarm clock. And she knows that she is dreaming now, but her dreams cling to her and drag her under again.

_She runs her hand through her brother's brown hair, his curls snagging between her tiny fingers. He stares up at her with her own eyes, and she can see herself reflected there, in incredible detail, down to the bruises darkening her face._

_It is dark, the darkness, but it is not like the absence of light, it is not like a shadow cast by light, it has form, it boils and writhes, it tastes like copper and iron, the taste of blood, it burrows__under her skin until cracks form and splinter, and it has a voice, a voice like oil sliding over glass. And it is laughing._

Cruella chokes awake. The light is gold, slanting between wooden boards, and the air is thick with dust. She blinks. The light spilling over Regina's polished floorboards is pale and watery and dim. She blinks again, and she's lying on her side on a borrowed bed in borrowed pyjamas, and by the sound of the voices getting more and more heated somewhere in the house, she's on borrowed time.

The breath rushes out of her, and her eyes burn. She presses a shaking hand to her mouth for a moment, muffling the sob that rises up in her throat. For a moment, she is that child locked in an attic, waiting to judge her mother's mood. She takes a deep breath, and when she breaths out, she tries, as fruitlessly as it might feel, to push everything away. By the sound of it, Regina was right, and the bloody sprite and her league of heroes are there to take what they want from her, damn the consequences.

The mattress shifts beneath her, and she feels knees bump against her legs, and becomes aware of the arm draped over her waist, of a single cool tentacle curled around her ankle. She feels it tighten as she shifts, fractionally, and for a moment, she feels panic uncurl in her chest. There is a memory clinging behind her eyelids, of Ursula surging out of the dark, her tentacles lashing out like weapons, and her face flickering, and becoming the faces of the people who hurt her most.

She grits her teeth against a sudden rise of nausea, and sits up. She has to remember not to move her shoulder, and its like a detached thought. She doesn't remember receiving the wound, so sometimes its like a memory, an injury, that isn't really there, that isn't hers. It doesn't help that her past seems more real than her present at the moment.

Cruella turns carefully on the bed, wary of her aching muscles, the covers twisting around her waist, to look down at the woman who loves her. Ursula's hand has fallen to the bed, dislodged from around Cruella's waist, and the woman reaches out to trace her knuckles with the tip of her forefinger. When she first met Ursula, a lifetime ago, she'd wondered whether her hands would be rough and callused, hardened by the sea, like sailors hands. She was somewhat surprised when their hands first touched, without her gloves separating them, to learn that Ursula's hands are perfectly smooth, smooth and soft. But they are not delicate, they are strong hands; the strength of the sea beneath a deceivingly calm surface.

Ursula is a sea goddess, and it is a truth that even the mortal world could not hide.

Cruella blinks, pausing with her finger resting on the outer edge of Ursula's pinky, and wonders when she began to have such sentimental thoughts. She snorts softly. She sees Regina's soft smile, flickering like sunlight behind her eyelids, _'__going soft, dear?_'

She's not going soft, she knows that, however much she might feel like she's breaking apart, she is not a good person, and she's never really wanted to be. There might have been a time once, when she was a child, but that was before her world tipped on its axis, and she started listening to the voices in her head. But she… loves Ursula, despite how outlandish the word might feel, and maybe there is a part of her that has always, and will always be soft when it comes to her.

Ursula looks peaceful in sleep. Cruella reaches out, and pauses, her hand hovering over her cheek, close enough to feel the heat radiating from her skin. She can _feel _the memories that Rumple corrupted, feel them creeping up from the depths of her mind, and the fear is at their heels. She curls her hand into a fist, and for a moment, she sees fractures running across the back of her hand.

Maybe Blue is right. Maybe the darkness is still there, somewhere in her memories, tormenting her. She glances up, towards the argument still raging in the entrance hall, and has the desperate urge to get up, and get this over with, no matter the possible consequences to her mind, because this, this is worse than anything she has ever known, looking at the woman she loves, and fearing her.

Heat spikes in her gut, spreading through her blood, fighting the emptiness clinging to her bones, and it is hot and crackling and it is fire. The anger roars, roars like the sea in a gale, and this anger, this anger she has to hold on to, it is a reflex, to cling to and use her anger, and this anger, the strength of this, she has only felt twice before in her life, and she used it. She feels her lips twist into a snarl, even as the anger flickers into smouldering ashes, and begins to die again. She feels detached still, _still_, and despair is creeping up again. But she knows this: she has only hated two other people as much as she hates Rumple now, for this, for what he has done to the only precious thing in her life, and they are both dead.

When this is over, when this darkness is extracted from her mind, when she has built her walls back up until she is sure they will never crumple again, when she isn't so goddamn _weak_, Rumple will face a reckoning.

For now though, for now, she has to pull herself together. Regina may have seen her weak and close to breaking, but while she's reconciled to that, she will never let pretty Snow White and her foolish husband, and that stupid sprite, a bunch of self-righteous people with blood on their hands, see her like this.

Cruella turns away from Ursula and presses a hand against her chest, and another to her head, drawing her legs up to curl in on herself. The movement pulls at her shoulder, at the wound that has not closed but is no longer bleeding, and the muscles constrict and spasm, sending pain cracking across her skin, splintering up and down her spine to join the throbbing pain at the base of her skull, pulsing within every bruise and cut littering her back, her arms, and she muffles a groan against her forearm, her hair clenched in her hand, because everything hurts, _everything_, from the bump on the back of her head to where torn up gravel bit into her knees. She feels her face twist, and presses her fingers hard against her temples, as if she can stop it, as if she can push all these memories Rumple's magic tore adrift back down deep into the seabed. She shudders as her heart rate begins to return to normal speed, and takes another deep breath.

Even with her mind a fog of pain and memories that flicker like sparks behind her eyelids, that cling to her reality until she has moments where she cannot differentiate between the here and now, and a past she'd rather forget, she knows that she cannot stay curled here any longer. Since she was a child, she had to learn to recognise when she was alone even when she was in a state of turmoil. She could never afford to break down when she had company.

The voices that woke her have risen in volume, though she has the impression that they are still some distance away, its enough to have her tensing, enough to have her struggling and wrestling with the desire to just curl into a ball and lick her wounds.

She looks down at Ursula again, and this time she doesn't feel the prickle of fear (its there, trapped right at the back, obscured by all the other, stronger emotions she feels for this woman, and it frightens her - will it always be there?). She shudders at the thought, before reaching down to touch her shoulder. Her hand rests there for a moment, unmoving. What will happen when she wakes the woman? She's not afraid that Ursula will look at her, and for whatever reason, no longer love her (she is), she's not afraid that her memories of the woman's confession are fake (she is). She's afraid that she'll flinch when Ursula opens her eyes, and the woman will see it.

There is a noise behind her, and she reacts immediately, twisting around with a snarl painted on her face, ready to - _to what, girl? Look at you, you really think you have the power to do anything here? - _and pain explodes up her back, like she's torn it open, and for a moment everything goes white, and the world spirals.

There are tiny hands on her face, under her chin, and she feels the strain in tiny fingers, as if they're trying to hold her up. She doesn't react; there is little point in pulling away from an apparition. She focuses on trying to control her breathing, and waiting for the pain to ease. _You know nothing of pain, my child. _She shudders, and for a moment, the hands holding her face become her mother's.

She lifts her head. There is a little boy holding her face, a boy with a mop of brown curls and bright blue eyes. She blinks. _Shit_. _Don__'__t, don__'__t, its not real. _There is a part of her, the voice yelling at her, that knows that this is not real, at all, that its an image her mind has painted over reality, but for one, awful, wonderful second, she sees her brother.

But then she reaches a hand up, involuntarily (why does everything feel so detached? Why does she feel like her body is acting without her permission, that she's watching from elsewhere?), and the image changes, and its not her brother at all, its a slightly older, different boy, with the same brown curls as her brother, and entirely different eyes.

She tenses, her skin is crawling because there is a stranger touching her without her permission, and because she gave in to something she knew wasn't real because she _wanted _it to be real, but the boy is already letting go, and there is a strange flash of guilt in his eyes and she has no idea why it is there or why _he _is there or who he even is.

He stares at her, his eyes wide with worry, and she stares back.

The child is cute. Adorable, even. And that is saying something, as she doesn't like children.

(That is a lie. She doesn't hate children. But the last time she loved children, and they were her world, those two children she was meant to protect because she was their older sister, they died. She hasn't loved a child since then).

(That is another lie. She loved Mal's child. Enough to do what was best. And that was one of the hardest things she's done).

She shakes herself. She used to be better at ignoring her more unpleasant thoughts. When they became too difficult to ignore (which was often) she'd use gin to help her forget. It was a pattern too often repeated. She could really use a fucking drink.

The boy is looking up at her her with wide, curious eyes, but he doesn't look frightened. She imagines that she doesn't look particularly intimidating anymore, without her makeup, with her hair wild, groggy and pale and drawn, and he looks concerned too, he's wringing his hands, like he knows that she wishes he hadn't touched her.

She has no idea what to do.

There is a muffled sound beside her, and she feels one of Ursula's tentacles curl loosely around her waist, snaking up the length of her thigh and looping around her, and she waits for the fear to come. But it doesn't, and she forgets about the child as Ursula stirs, rolling on to her front, eyes drifting open, because there is a hint of hope somewhere in her mind.

Ursula's ability to wake immediately, all at once, not a slow stir to consciousness, has always astounded Cruella. She never explained it, but it became more acute during their time in the mortal world, when she couldn't afford to sleep in and be late to whatever job she had to survive on. While whatever job Cruella managed to obtain in the early days usually started relatively late, Ursula had the unfortunate luck of getting ones that generally started abominably early.

So she knows, looking down at her face, that though she has her eyes closed, the woman is very much awake, and wonders, suddenly, how long she has been.

This too, was a habit Ursula developed during their time in the mortal world. On those days when she didn't have to get up outrageously early, she'd lie there, with her eyes closed, and savour it. Ursula told her once that she liked it when she woke to Cruella's weight against her, listening to her breathing, that she'd stroke her fingers over whatever limb was in reach, and remind herself that perhaps they didn't need to despair. Cruella had been tempted to laugh, to tease her, but the woman's words had had a surprising impact on her, and all she'd been able to do was lean over and kiss her.

She feels a smile pulling at her lips at the memory (because it is the first, today, that hasn't hurt). She nudges the woman. 'I know you're awake, darling'. She presses the tips of her cold fingers beneath Ursula's ear.

Ursula's eyes fly open, and she hisses in protest. 'You are a cruel woman'. Despite her words, her voice is light, and her eyes are warm.

And Cruella feels relief expand in her heart, like a warm current washing away the cold, just for a moment, because the fear did not come.

Ursula sits up, and reaches out to touch her cheek, and there is another tentacle curling up around Cruella's back, wrapping her in a loose embrace. 'How are you feeling?'

Cruella forgets about everything else, because there is warmth dancing along her skin, and she wants more of it, wants enough to seep under her skin, to overcome the emptiness in her bones. She reaches out and winds her hands in Ursula's hair and leans forward and kisses her, a little messily, a little desperately.

The tentacles wrapped around her tighten and pull her closer, and suddenly Cruella is wrapped in warmth and she feels the word _safe _echo through her mind, and she feels a laugh build in her throat as Ursula's thumb smooths over her cheek, because the fear doesn't seem to have any power over her when Ursula is actually there. When Ursula pulls away from her, she lets the woman hold her, lets her head fall to her shoulder, breathing in the scent of the ocean, and it feels _good_.

She hears Ursula speak above her, and she doesn't move. 'Roland?' She sounds startled, and Cruella frowns slightly, wondering how they know each other, wondering at the warmth in Ursula's voice when she says, 'what's wrong?'

She hears the boy swallow. 'I think you need to hide'.

_That _has her looking up, and there is a fear of another kind creeping up her spine.

Ursula stares at him. 'What?' Alarm blossoms and her heart starts to pound, she's groggy from lack of sleep and she's beginning to become aware of her injuries again, of how sore she is, how truly exhausted she feels, and she feels terribly vulnerable, half awake with Cruella wrapped tightly against her, injured and pale.

Roland looks back towards the entrance hall, and all at once Ursula becomes aware of the voices, loud and far too close for comfort. There seem to be at least a dozen of them, Regina's voice rising continuously over the cacophony, joined by a much higher, shrill voice that she does not recognise. ''Gina's arguing with someone. I don't know what's happening, but I think she's trying to protect you'. He knows how to read that emotion on Regina, Regina who has tried to protect him for as long as he has known her, and he recognised it this morning, when he came down the staircase to see her standing with his dad behind her and her posture rigid, even if it was directed towards someone else.

His father had told him to go to his room, but a woman he had not recognised had mentioned Cruella, spat the name like it tasted foul, and Roland had remembered that that was the name of Ursula's friend, the friend she loved, and so he'd slipped into the dining room as quietly as possible, determined to warn her. He hadn't meant to touch her, because he knows that some people don't like to be touched, but he'd been frightened by the way her head bowed, and now he's worried for her, and he doesn't know how to help.

Ursula stares at the boy for a moment, her mind racing. She remembers her words with Regina from the night before, and how the other woman had warned that once Blue came to the same conclusion, she wouldn't be kind enough to wait until Cruella was recovered. She takes a deep breath, her tentacles uncurling and falling to the floor, seething across the cool floorboards, and touches his shoulder, giving him a quick, strained smile. 'Can you watch the door for me?'

Roland nods and bounds away, his little face set in a determined frown, as if she's just given him some sort of crucial quest, and she almost smiles, almost. There is anger uncurling in her belly, pure, white hot anger. She turns back to Cruella, who is watching her with a strange expression on her face, having watched the interaction with some bafflement. 'Cru, look, I - '

Cruella kisses her again, surprisingly forcefully considering how exhausted she looks, and Ursula lets her, skims her tongue over the woman's lip, and responds with a force of her own. When she pulls away, she pressed her lips to Cruella's cheek, to her forehead, to the underside of her jaw, to the shell of her ear; she wants to make her feel safe before she tells her whats happening.

And Cruella knows whats happening, she knows why Blue and the confounded heroes are here, Regina's words from the night before are ringing sharp in her mind, but she doesn't try to stop the other woman, doesn't because its been so long since they did this, so long since the word _safe_ crossed her mind without feeling dangerous, and the voices that are usually screaming in her head, the voices that hurt and urge her to hurt, are quiet. They're always quiet in Ursula's presence, and its like her touch silences them for good, its like her love washes them away, and that in itself is a dangerous thought. She wants to let Ursula kiss her until she forgets about what's happened to her, until the twisted memories are gone, until she forgets about the heaviness in her heart, until she forgets everything but the undeniable fact that she is loved, because she feels more alive with Ursula's mouth on her, feels more _normal _with the woman wrapped around her.

Ursula stops, her hands cupping Cruella's chin, and her eyes are dark and furious when Cruella looks at her. Cruella pressed a finger to her lips before she can speak. She takes a shuddering breath, and hopes that Ursula cannot see how close she is to breaking. 'I know, darling. I had a conversation with Regina last night. I know why they're here'.

Ursula pulls back, surprise momentarily sweeping the rage from her expression. Her eyes search Cruella's face intently, and in the light slanting through the dining room windows, her eyes are brilliant gold and piercing. Cruella closes her eyes. She feels like there are fractures racing across her skin, like there is something bubbling in her veins, pushing outwards, like she's going to explode at any moment, and she doesn't know if its because she's been living in limbo, doesn't know if what has happened to her is finally catching up to her, if her emotions are to blame, or if its something else; the darkness that could still be trapped inside her.

'And you're okay with that?' Ursula's thumbs smooth over her cheeks, and with each caress Cruella feels like she's closer and closer to collapsing, to breaking, the fractures are widening, and she doesn't know what to do. She's always been weaker in Ursula's arms, she's never really been able to keep her mask in place, because she's never seen the need to, and trying to close off now would be pointless (and something she's not sure she would ever want to do).

She smiles slightly, and her voice is surprisingly steady, dismissive, when she says, 'I'd rather let Regina do it than that awfully simpering sprite, and I'd rather let her do it before this… darkness returns'.

Ursula's tentacles tighten around her fractionally, restricting and tight, but Cruella stiffens, stiffens before she can stop herself, before reason kicks in and reminds her that its not a real memory, but Ursula has already noticed. She frowns, her grip loosening, and Cruella wants to pull her back tell her its nothing, because she's only ever felt safe with Ursula's arms around her and she's not looking forward to what is about to happen, but Ursula is giving her a strange look, searching her face for something that she will probably find, and Cruella doesn't know what to say. 'Cru? What is it?'

Cruella opens her mouth, and there have been very few times when she's been lost for words, and this is one of them. How can she explain that Rumple has twisted her memories, to the point where she still fears them even though she knows they're fake? (It would be easy to explain, really, she just has to say it, but the words stick, because it feels like a weakness, she feels weak, and even though she knows that Ursula does not care about her weaknesses, has known about all of them for so long and never judged her for it, she just can't say it).

There is a patter of feet on wooden floorboards. Ursula turns her head to look at Roland as he approaches the bed, and she tries to smile at him, but it feels strained, it feels wrong, because there is something desperately wrong with the way Cruella just looked at her, and she doesn't know why. 'Are they coming, Roland?'

The boy nods, he has his hands over his mouth and his eyes are huge above them as they flicker between her and Cruella, and Ursula wonders what he sees. One of her tentacles reaches out to smooth the hair off his forehead, and she's not entirely sure if it was involuntary or not. 'It's okay, Roland. We'll be fine'. She needs to believe that, despite the tiny voice at the back of her mind whispering that it is a lie.

Cruella feels a pang in her cold, unloving heart, at the movement. She remembers like it was yesterday, her days with Ursula and Mal's child. She remembers that Ursula was like that, caressing the child's face gently. She remembers, vividly, one time, very early on, when she saw Ursula looking down at the baby in her crib, her hands loose at her sides, and a strange expression had overtaken the fondness originally there. Then she's reached down, her hands shaking, and picked up the child, and Cruella realised that Ursula had momentarily forgotten that her tentacles weren't there to do it for her.

Ursula stands, her tentacles uncoil from around Cruella to push against the floor, to push her up, and Cruella feels their loss. She feels cold again, and shivers. When Ursula takes her hand to help her up, its like putting on gloves lined with fur, its warm, and its comforting, and there is a part of her that hopes she learns to live without the woman touching her again. (She lived before, but perhaps she would be lying if she said that she was never cold). She has to. (Because there is a part of her that wonders whether this can really last).

Her legs shake when she stands, and she grimaces as everything throbs and aches, and she'd hoped that she'd at least be able to stand properly, without help, but it seems that she shouldn't hope for even the most mundane thing.

Ursula squeezes her hand, and her smile is soft, and her eyes fierce. 'Are you sure about this?'

She looks down at Roland, this strange boy who is looking up at Ursula with a smile, his cheeks dimpled. One of Ursula's tentacles has curled around the boy's ankle. She looks up at Ursula again and nods, though she can't bring herself to smile. She cannot continue like this, looking at someone and seeing her brother, for a second, looking at Ursula and seeing her mother, feeling the caress of her tentacles, and fearing that they will harm her. She knows, somehow, that she will be unable to restrain those memories until she the darkness is extracted from her (because she knows now, she can feel it, Regina might have spoken hypothetically, but Cruella knows the darkness is still sheltering in her mind).

As for the larger part of it, of the Dark One's magic, the part out there unaccounted for, well… maybe it won't come for her again, if this goes smoothly. She can't worry about that now. There is little point. She's finding it difficult enough to focus on the present, much less think about the future.

Ursula looks down at Roland, and smooths her hand over his hair, smiling slightly. 'Can you tell Regina that we're ready for her?'

The boy nods and bounces away, sending one last look of curiosity and worry over his shoulder, and Cruella decides that she will need to stay away from him after this. He looks nothing like her brother, but it is too much all the same, with her memories floating near the surface.

Ursula cups her face and kisses her again, tentacles wrapping around her and pulling her close, her fingers curling in her hair, and Cruella lets herself sag, lets everything relax, and she feels everything drift away, and for one beautiful, blissful moment, her mind is silent. There is nothing, just silence, and peace. Ursula pulls away after a moment, a long golden moment of sunlight skittering across waves, and presses her forehead against Cruella's, so close that they are breathing the same air.

Moments like this were perhaps the most cherished, and the rarest - and yet they weren't, somehow, they were just much, much shorter, and the air between them would be heavier, because they both suspected what was going on, the truth of it, and both were afraid, because they knew it wasn't possible for them.

For Ursula, it is a strange, exhilarating freedom, having this, hearing the world _love _chase across her mind, without the thought that she is a villain and doesn't get to love, following it.

Ursula pulls back, smoothing her thumbs over Cruella's sharp, prominent cheekbones, and tries not to think about how sharp they are, how thin she has become, how hollow and pale she is, and presses another kiss to her forehead, because she loves her, and she wants to say it, she thinks that maybe Cruella needs to hear it, but she doesn't, because she is remembering the split second when Cruella flinched away from her. But she knows, knows somehow, that the woman needs this, though she will never, never ask for it. She doesn't know what to do, really, what to say, because she knows that Cruella has just been through something incredibly traumatic, that she's exhausted mentally and physically (because she can feel it, like a dull ache at the base of her skull), and that she certainly doesn't need what is probably going to be a repeat experience.

So all she says is, 'I'll be right here'.

And Cruella smiles, something like relief shinning in her eyes. She reaches up to grasp Ursula's hands, their fingers momentarily intertwining. Her eyes are bright, bright for the first time that morning, and it makes Ursula smile. 'Thank you, darling'.

* * *

When Roland leads the company into the dinning room, holding on to Regina's hand, Ursula is struck by how many there are, and now unnecessary it is. Aside from Roland, Regina, Robin and Henry, there is the fairy, Snow White and David, and, surprisingly, Emma and Killain.

She's startled to see Emma, because the last time she saw her, she looked near death. She doesn't look much better now - she's as pale as Cruella, her eyes are heavy and red rimmed, her cheeks sunken, and she walks with the pirates arm looped around her waist, as if she needs the support.

Emma meets her eyes, and it looks like she tries to smile, but it is such a brief moment that Ursula misses it. She smiles back, honest and wide. She owes Emma, just as she owes Regina. Not for the kindness they have shown towards her, not because of their understanding or defence of Cruella, but because without what they did, she would be dead. They all would be. And maybe the Saviour hasn't managed to save them all yet, but she certainly made a very good start. So she says, 'should you really be up, Saviour?' and it is not unkind.

Emma laughs softly, and sits down in a chair, grimacing slightly. 'I wasn't exactly injured, you know. I just used too much magic'.

'Well you look like death, darling'. Cruella is on the defensive, eyeing the collected group with a slight sneer twisting her lips, a mask that she's slipped in place to hide her uneasiness, and alarm.

Emma snorts, but she doesn't look offended, and there is a hint of amusement in her voice when she responds, 'well that makes two of us, _darling__'_.

Cruella smiles, slightly surprised, and momentarily relieved. This feels more familiar. But then its gone, because she's caught the hint of concern in the Saviour's exhausted eyes. 'I'm sorry we have to intrude on your recovery'.

Cruella isn't sure what to say to that, and so she doesn't say anything. This feels entirely wrong. It's one thing to have concern from Ursula, and even Regina, but she doesn't particularly like the connotations that come with the Saviour's concern. It's like Emma believes that she needs to be saved, and Cruella does not want to be saved by her.

Ursula watches Cruella cross her arms over her chest and lean back nonchalantly in her chair, and her expression becomes one of boredom. She turns to look out the grand windows, gazing up at the bright sky as if she doesn't have a care in the world, and Ursula feels a spark of pride that pulls at her lips.

Regina breaks the silence. 'I'm sorry, Ursula. I tried to tell them to come back later, when you were both rested, but apparently the situation has become _urgent__'_. Regina really does sound sorry, and she looks furious, tired and furious and exasperated, and Ursula is suddenly very glad that the woman is on their side.

'It is urgent, Regina!' Ursula suppress an eye roll. God, does Snow White always have to sound so goddamn energetic and sincere?

'We wouldn't make this up', David speaks next, as if they've rehearsed it, and Ursula's tentacles snap into the air at the sound of his voice, and everyone jumps, but Ursula doesn't take her eyes off the startled man.

She feels that her anger is written all over her face before she really registers that she _is _furious. She doesn't move from her chair, she doesn't need to, the display of power is enough to have David looking apprehensive. She can see that he knows why, can see a mix of guilt and regret as he glances towards Cruella. When Ursula speaks, her voice is low with anger, but she barely raises her voice. 'I will only say this once, _Charming_. If you try any sort of repeat performance of last night, I will feed you to the fish. Do you understand?'

Snow looks immediately outraged, her voice shrill, 'what he did he did to protect - '

David puts a hand on her shoulder, and when he speaks, he seems to be addressing Ursula's tentacles. 'I understand'. He is going to say more, Ursula feels it, probably something about having no choice, but Emma catches his eye, a strange expression twisting her mouth, and the man falls silent.

Ursula remembers that Emma promised her that her parents dont kill, and wonders what it must have been like for her, to realise that she was wrong. David shot Cruella without any thought but to stop her. She makes a disgusted noise at the back of her throat, before turning to look at Blue, and she doesn't even bother to hide her disgust. Her tentacles relax, seething over the polished floorboards, curling up the legs of the table, hanging over the back of her chair, and swaying gently. This feels strangely familiar, and when she lifts her chin and straightens her back and stairs down her nose at the fairy, she realises why. She's doing what she did when she was the feared sea witch vying for her father's kingdom. She lets herself smile. She's good at this.

Her voice is cold when she says, 'so what exactly is so urgent, sprite?'

The woman's eyes narrow. Ursula has the impression that her face doesn't really move, as if she has such a perfectly constructed mask that when her body language reflects her emotions, its only an impression of movement. Its a somewhat disturbing thought. The woman has had centuries and centuries to perfect that mask, to perfect the game of manipulation, and Ursula has heard some terrible, terrible things about her. She wonders if those rumours ever reached Snow's ears, and what she thought of them. 'I thought you said you explained the situation, Regina'.

Regina has a hand on Roland's shoulder, and another on Henry's back, and Ursula has the impression that she's very uneasy around the fairy, on edge. A muscle in her jaw jumps. 'I did. However, when I spoke to Snow last night, I'm pretty sure I made it clear that we would call you, today, when we were ready. You said something had changed, and that the situation had become so urgent that you couldn't even call first'. She scoffs. 'Would you care to explain why, and how, instead of repeating the same argument again and again, loud enough to wake my entire household?' Her voice is calm, surprisingly, because Ursula can feel the anger rolling off her in waves. 'My son thought that Rumple was here to kill us all, thanks to the racket you made'.

Ursula has no idea if she is talking about Roland or Henry, or both, but she feels a hint of apprehension. If they are telling the truth, and this is urgent, then Cruella is possibly in a lot of danger.

Blue's anger is a strange one. The corners of her eyes tighten, and her mouth becomes a thin line, for a moment, and then its gone again, leaving her face smooth again. Its very disconcerting. She speaks in clipped tones. 'The darkness that Emma forced from Rumpelstiltskin was seen here early this morning, attempting to get through your barrier'.

_Fuck_. Ursula feels her expression tighten. She reaches out under the table until her hand find's Cruella's knee. She squeezes, attempting to give some comfort and support that she can't show otherwise. Aside from the fact that she knows that Cruella hates public displays of affection (unless she's using it for purposes of manipulation, unless its fake), there is a part of her that does not want Blue to see what is between them. She probably knows, Snow has undoubtedly told her what she's seen, what she suspects, but she is strangely afraid of the consequences. She doesn't trust her, at all.

She is surprised when she feels Cruella's hand cover her own, interlocking their fingers tightly. She feels a tremor run through their connection, but she doesn't want to risk looking at her.

Blue seems to smile, and Ursula is left with the lingering impression of knives. 'Now that we've cleared that up, can we get down to business? I have a job to do'.

Regina opens her mouth to speak, but Cruella's voice cuts through the sudden tension, clear and cold and sharp as a knife. 'You will not be doing anything, sprite'.

The tension in the room increases noticeably. Blue turns slowly to look at Cruella, and Ursula feels anger uncoil in her belly at the look that flashes briefly across her face. It's anger and disgust and pure, seething hatred, and it makes her look ugly, just for a second, not like the amicable fairy she pretends to be. And then its gone, and her smile is almost sweet. 'Really, dear? And what do you plan to do to stop me? We must destroy this darkness, you understand, and - '

'Oh please, spare me your monologues. I've heard enough from the princess to last me a lifetime'. Her hand is gripping Ursula's tightly, but her expression doesn't give anything away. Her voice drips with sarcasm when she speaks, 'yes, yes, I know darling, you must destroy the darkness in your quest to make this world a better place, blah blah _blah_', she rolls her eyes and snorts, and Roland giggles. 'However, if you think for one moment that I would let you into my mind, you've got another thing coming, _dear_'. Her smirk is sharp and beautiful to Ursula, and the sea witch lets her tentacles unfurl to their full extent, towering high into the air behind them in a clear display of power and warning.

Cruella lets the silence reign for a moment, lets the tension build. Blue wears a strangely cold expression that makes her entire face appear sharper, revealing that she really is not human. Snow looks determined and worried and a little pale, she stares at Cruella with the same blatant dislike she wore the night before. David is avoiding her eyes completely. His arms are folded and his stance strong, but she can read the guilt on his face with one glance, and she realises that her pyjama shirt has slipped down to reveal her injured shoulder. Good, let him feel guilty. She won't be absolving him any time soon.

And then she smiles. 'Regina, darling?'

Some of the tension has eased from Regina's shoulders, and her eyes are no longer hard and furious. She almost seems to be smiling. 'You always did love your dramatics, didn't you, dear?'

Regina turns to look at Blue, folding her arms over her chest loosely. 'What I was trying to tell you, and what you seemed content to ignore, is that Cruella has agreed to let me check her mind for you'.

Blue's expression sharpens, and while Snow looks visibly relieved, the fairy does not. Her jaw works for a moment, and Ursula has an impression that she's watching ripples disturb the smooth surface of some ancient lake, because Blue's expression is blank and calm, but there is something boiling beneath the surface, and the air feels charged. The tiny woman turns her head slightly, regarding Snow over her shoulder. 'Are you content with that decision, your majesty?'

Snow frowns in confusion. 'What do you mean, Blue?'

'I hope you're not asking whether we trust Regina, Blue'. Emma sounds surprisingly threatening despite how exhausted she looks, how drained.

Blue shakes her head, a sharp bird like movement. 'Not at all. I simply meant that Regina also used a lot of magic last night. Like you, she wouldn't be up to her full strength. Are you sure you want to trust that she'll be able to pull this off?'

'I am not an invalid, Blue', Regina snaps, 'and you of all people should know that my power is hardly minor. Let me worry about getting the job done, thank you very much, dear'.

'Besides', adds Emma, 'you brought me here, and I think its safe to say that I'm in a much worse condition in terms of my magic than Regina'.

Cruella frowns at her. 'Why exactly are you here, darling?'

'I'm here because we need to make sure that the darkness doesn't try and 're-enter' you the moment Regina pulls it out. The idea is to scare it off, or threaten it, however you want to put it. It'll probably go and rejoin the rest of it, but honestly, I think we need to take this one step at a time'. Emma exhaustion seems to deepen, as if she's having trouble thinking about the darkness, speaking of it, as if it is a living, breathing thing, as if it has a mind of its own. And it does, Cruella knows that it does, and she thinks that Emma might, too, considering the way she fought it.

Emma takes a deep breath, and then turns to look at Regina, and decides to ignore everyone else, letting Ursula's hand be the anchor she needs. 'If you don't mind darling, do you think we could cut all the formalities, and get to it?'

Regina nods, pushing past Blue without giving her time to step out of the way, ignoring the fairy's indignant huff. Cruella and Ursula are sitting at the head of the table, their chairs pulled close together, and so Regina takes a chair on the corner, pulling it around to face Cruella. She takes a deep breath to steady herself. Blue's comment threw her, though she's not exactly sure what she was expecting. She needs to be calm for this, because there are risks involved, and her magic is still regenerating slowly.

Cruella looks vaguely apprehensive at her sudden closeness. She sneers in disdain. 'Please don't tell me we have to hold hands, darling'.

Regina smirks. 'Only if you want to, dear'.

Cruella scoffs, a very faint smirk playing about her lips, 'you wish, darling'. She turns to face Regina slightly. She does not let go of Ursula's hand. For now, with her touch, the memories are held at bay, and everything is quieter. She's about to willingly plunge back into her worst memories, and she'll need Ursula, even if she won't be able to feel her there.

Regina searches Cruella's face, and she's vaguely aware of people moving about, of Robin standing behind her, hands on her shoulders, of Henry sitting beside her with Roland squeezed onto the seat with him, of Emma struggling to stand in order to take the seat next to Ursula, and tries to focus solely on the woman sitting in front of her. She looks ill, and strained, there is a tightness around her eyes, and her jaw is set, her eyes resigned. Regina can see from the slant of her arm that she is holding onto Ursula's hand. She lets some seriousness creep back into her voice, 'are you ready?'

Cruella hesitates. And then she smiles. 'I could _really_ use a drink, darling'.

* * *

_Their family dinners have never been particularly comfortable, or talkative, but tonight, she feels like its worse. She stares at her food and watches her father out of the corner of her eye, and she knows that something bad is going to happen._

_Her father has never shown her affection. He__'__s never smiled at her, never touched her unless it is to harm her, and all she knows from him is violence and rage. She__doesn__'__t understand why he is like this. She doesn__'__t understand what they__'__ve done to him, her and her__mother and her two siblings. She doesn__'__t know why he seems to hate her most of all._

_His face is dark with fury by the time dinner is finished. Then he stands, and rests his hands on the table, and looms over them all, covering them in his shadow.__ '__Alright, this has gone on long enough. Which one of you broke into my shed, and proceeded to break as much of my liquor as you could get your hands on?__'_

_She has no idea what he is talking about, but the thought makes her blood run cold. Her father is always drinking, always, though she doesn__'__t understand what that really means, and her mother always tells her not to__pry, cups her face, says it with fear, and now she is scared._

_There is silence._

_She glances at her mother from under her lashes, and starts, because her mother is gnawing at her bottom lip, and looking at her brother.__She follows her line of gaze, and sees that her brother is trembling, his eyes wide and frightened, like a trapped animal, and she immediately understands._

_Her brother is four years old, and there is no way he can understand the truth of their father__'__s addiction anymore than she can, but he understands that their__father is always in a worse mood after he__'__s touched his drink, always more violent. Maybe he thought he could fix everything. She wonders what her mother__'__s involvement was, whether she tried to help him cover it up, whether she caught him, and she stares at them both, at the violently shaking boy, at her mother, whose bruises are just beginning to fade, and takes a shuddering breath._

_Her father does not look surprised when she stands, and she is small for her age, she barely comes up to the table, but she lifts her chin, and__glares at him with all the power she can muster for a five year old._

_It is the first time her father calls the devil._

It is a strange experience, watching her memories, but not actually experiencing them. It's like watching a film, the memories rolling in front of her eyes. She's not seeing things from the perspective of herself, but as an outsider.

It still hurts, but its a duller pain, and much less excruciating than the way Rumple manipulated her mind. Maybe this is what Regina meant by being gentle. She feels strangely grateful, and is irritated by it.

'_Don__'__t worry, dear__'__, _Regina's voice is like a whisper skittering over her memories as they fade, _'__I won__'__t tell anyone__'__. _Cruella wonders if she's talking about the memories, or the gratitude. Either way, she's surprised to find that she believes her.

_When her father__climbs the stairs, she sees that there is blood on his face from a cut at his temple, that he__'__s holding his arm awkwardly, that he is bruised and battered, and she feels a thrill of pleasure. But then she sees that her brother and her sister aren__'__t there, and her blood runs cold._

'_Daddy? Daddy where are they?__' __Her voice is childlike, high and clear, but its cold._

_He looks at her like he doesn__'__t really see her, and then scoffs.__ '__Little devil, get out of my way__'__._

_She doesn__'__t. Her hands are shaking. She feels sick. She stands at the top of the stairs, he__'__s three steps below her, still towering over her, and she is seven years old and its been three years since he first called her that, and it still affects her. She stands her ground, as she has so many times before.__ '__Where. Are. They__'__._

_She__can hear her mother moving about behind her, but she__'__s learnt not to__count__on her for support._

_Her father grits his teeth. And then he shrugs.__ '__There was an accident. A car ran us off the road. They__'__re dead__'__._

_The air cracks apart. Everything fractures, and she__'__s left staring at her father in horrified disbelief.__ '__What?'_

_He looks at her this time without expression, as if she no longer matters, as if he no longer cares, and laughs, hollowly.__ '__You heard me. They__'__re dead, girl. Now get out of my way before I loose my temper__'__._

_The threat would__'__ve been enough once, but it__'__s like a switch has been flicked, and there are voices screaming in her head, tumbling over each other, vicious voices urging her to make him suffer, because he killed them, he killed them._

_He takes a step towards her, his foot raised in the air, and she sees an__opportunity like a narrowed point of clear, sharp focus in a world of broken glass. A scream of fury rips from her throat and rebounds through the quiet house and the voice__'__s in her head roar. She lunges forwards, and slams her hands into her father__'__s chest with as much force as she can muster._

_There is a moment where he tips back and__seems to hang suspended, his__expression frozen in surprise._

_And then he goes crashing down__the steps of their marble__stair case, bouncing like a rag doll, and she can hear bones cracking.__She stares down at his body, broken and limp, and her only thought is that he looks much smaller than she remembers._

Cruella lets out a slow breath as the memory fades, lost once more in infinite blackness while she waits for Regina to pick up the thread. Of all her memories, of all the things she has done, that death haunts her the least. She doesn't regret it at all. She'd do it again. He deserved it.

She feels Regina's consciousness brush against her own again. '_I agree__'__. _The words are a whisper, but Cruella can feel the woman's anger through their connection, and nearly smiles.

_She__'__s struggling and sobbing as her mother drags her through the house, her hand claw like in a vicelike grip on her arm, bruising and unmerciful, and she doesn__'__t understand why her mother is being like__this, she doesn__'__t understand why she__'__s being punished for removing her father from their lives when he hurt them every day and she__doesn__'__t understand why her mother hates her for it. The woman hauls her up when she slumps down and slaps her, hard, her head snaps back and the woman snarls,__ '__your pleading will not work on me, you devil child__'__._

Cruella jerks as if she's been slapped again, and she can feel her head hit the back of the chair, feel Ursula's hand tighten in her own. She tries to breath through the panic that washes over her, and she wishes she could get Regina away from these particular memories, but she doesn't have a choice.

_She__'__s cowering in the corner of the attic, it smells damp and she__'__s freezing, she__'__s terrified, she can hear the dogs panting at the door,__hear her mother__'__s affectionate cooing, she__'__s terrified and she__'__s crying and pleading and there is a bang and the door bursts open and there is a flash of black and white and she screams._

She digs her nails into her palm, squeezing Ursula's hand in a vice, biting down the scream surging up from deep in her chest, and she can feel Ursula's tentacles wrapping around her waist, her hand on her shoulder, holding her up, holding her together (Ursula is always holding her together).

_She kills her mother__'__s second husband when she is twelve and he sets the dogs on her as a joke. She kills him with his own sleeping pills, and slinks away to her attic before her mother can wake up. She does not regret it, and she does not__flinch away when her mother enters her room, her face a mask of fury and horror, tears streaking down her face, she sits on her bed with her hands in her lap so that her mother can see where the dogs bit her, on her shins, on her hands,__hopes that she__'__ll understand._

_She does not._

The memories are coming faster now, Regina is no longer speaking to her, and the blackness between each memory is much shorter. She almost wishes that it would slow down, and give her time to recover from all this.

_A year after the death of her mother__'__s third husband, she is nineteen, and she celebrates alone in her attic. She stares at the stars, the radio playing softly in the background, and wonders whether she__'__d be free if she leapt from the window, or if her__mother__'__s dogs would be waiting for her at the bottom._

_The door bursts open, and her mother is there, her face twisted and pained, and she__'__s panting. She turns towards her, surprised.__ '__Mummy?__'_

_Her mother gets straight to the point.__ '__Pack your things. Tomorrow you__'__ll be married, and you__'__ll be out of my hair__'__._

_The horror that__washes over her is so strong that she can__'__t move.__ '__What?'_

_Her mother__'__s jaw works.__ '__We worked out a deal, my husband and I, before you killed him off. You can__'__t live in this attic forever, and I cannot deal with you killing anyone else__'__. Her expression becomes pained.__ '__I tried, Cruella. I tried to keep you here so that the world would be safe from you, so that__you__'__d get better, and you just got worse. You__'__ve__become the devil, just like your father__thought you would. It__'__s too much for me to__handle anymore. I__'__ve done my duty, I__'__ve tried my best. You__'__ll be someone else__'__s__problem now__'__._

_She on her knees suddenly, clutching at the front of her mother__'__s dress, pleading and begging,__ '__no, no, please mummy, I__'__ll be good, I promise I__'__ll be good,__you__won__'__t - __' _

_Her mother slaps her so hard that__she__'__s knocked to the floor, stars__swirling behind her eyes._

Cruella can't hold it, her hand lashes out and she feels it connect with something soft, she tries to push Regina away because she can feel tears on her cheeks, and everything is about to get a lot worse and she doesn't want to see this and she hates that she's so weak, but she can't see this and she wants to stop, and she _feels _Regina's moment of distraction, feels something shift and then -

_She can__'__t breathe, she__'__s suspended above the air and there are thick leather restraints holding her in place, her mother stands there with her hand raised and cold anger in her eyes, and her father cowers behind her, he__'__s never helped her and he never will and she can__'__t breathe._

Cruella's head is spinning, she's tumbling through darkness, and these aren't her memories anymore.

_Her mother locks her in the room, shuts all the__curtains and there are restraints holding her to the chair, thick purple magical ropes, and her mother had had enough of telling her to sit up straight, she will stay there until she learns her lesson, she can barely breath let alone move and her cheek is raw and singing from where her mother slapped her, she feels shame and anger and its her fault anyway, she shouldn__'__t feel so affected by what her mother does, because love is weakness._

What is happening?

_Her husband wears a kindly face, he looks amicable and gentle and he looks like a nice old man, but he__'__s not, there is a possessiveness to the way he holds her on their wedding day, and she knows what is going to happen the moment he locks the door behind them, his eyes are lustful and his smile is a leer and she hears her mother__'__s voice, __'__do your duty, Regina__'__, and his hands are on her and she cries and tries to get away, she begs him, please please please, and he hits her and growls that she is his wife and he is the king and she will give him a son to sit on the throne._

These are Regina's memories. The realisation is like a shock of cold water, and now she can feel Regina's mind fluttering against her own, panicked and desperate and she doesn't want to see these, Cruella doesn't want to see this woman's memories, and she doesn't know what to do, she struggles and she feels the magic surge and change.

_Her husband is young and handsome, or so she__'__s told, he has fine boned features and a strong jaw, his eyes are blue like her own and they are cold, his hands are cold and strong and they hold her too tightly when they dance, a grip that is almost bruising, and she can see her mother watching as they spin and she aches and she wants to return to her, despite how much she wanted to get away, but this man looks so different to all her mother__'__s husbands, maybe this is a good thing, at least her__mother can__'__t hurt her anymore, maybe everything will be okay._

_His hands on her wrists are manacles, tight and restraining and she can__'__t move, she struggles and she watches the muscles in his arms ripple as he holds her down and he looms over her and his smile is cold and furious. He__'__s heavy and strong and she cries out and the only thing she can think is that he is exactly like her father._

Cruella's own magic sparks, she feels it in her gut, fighting against Regina's and neither of them know how to break this, they're both stuck and she can't think straight and she -

_She__'__s standing with a small smile on her face and she feels so desperately lonely, Leopold has endless words of praise for his daughter, smiles and love and gifts and attention and nothing for her, not a single kind word, her guests see it and its humiliating and yet she knows that she__'__ll be forced to endure his company when they__'__ve gone, she__'__s yet to give him a son, and he grows more angry and more distant with each passing day, he uses her and leaves her and this is a terrible existence and -_

_Everyday her smiles get easier, and just little too manic. She__stares at herself in the mirror every morning and sees that her eyes are just a little too wide when she smiles, but she doesn__'__t know how to fix it, because she__'__s never seen herself smile naturally. She just knows it feels wrong. People seems startled by it. This man does not. This man smiles kindly at her, laughs with her, and tells her he wants to hear her story. She recognises an opportunity. So she begs him for help, and he makes her a promise, and holds her hands and tells her that it will be okay and that he will save her, and she feels the magic run through her veins. She__'__s surprised by how easily it works._

Cruella gains her footing momentarily in the darkness, thats what it feels like, she feels like she's crouching on a dais and watching her memory spin around her, and she expects this one to change, and move on, but it does not.

_When she comes home, her husband is waiting for her, and the fury on his face is so cold that for a moment she wonders if he__'__s a statue. When he stands, she is that five year old girl standing before her father,__defiant and angry._

_But this time she__'__s not helpless._

_Her mother and her husband share one thing in common. They like dogs. Her husband has a huge, grey dog, and old thing with a thick sleek coat, who, for some reason, seems to like her. She recoils every time he approaches, but she can never do anything to keep him away._

_She beckons to him now, and he gets up from his position in front of the fire, and her husband seems so transfixed with rage that he doesn__'__t do anything, but stands there in front of the fire. She bends down__and breaths on the dog, and watches his eyes glow._

_She has not heard the voices since the death of her mother__'__s first husband, but there they are, caressing her__and comforting her and snarling for him to pay._

_She points, and shrieks, and the dog bounds across the room with its fangs out and lunges at him, it is huge and it knocks him to the floor and its jaws fasten on his neck and the voices are screaming and her husband is screaming, a scream cut off into a pathetic gurgle and she stands over him and she__'__s panting and she feels alive and she__'__s free and she__'__ll never let a man hurt her again, she__'__ll ever let anyone hurt her again, and its not enough, she__'__s panting and the voices are skittering around behind__her brain, and she wants to punish the__people who hurt her._

_Its time to go home._

She feels a shock, and she wonders if its Regina's. She feels everything slow down and focus, and she can hear Regina breathing.

_When the Author finds her, she__'__s wearing the__Dalmatians__her mother used to traumatise her, and standing over her mother__'__s body.__She hears his horrified voice,__ '__what have you done?__'_

_She tilts her head and smiles at him.__ '__I__'__m getting what I want, darling. Isn__'__t this a lovely coat? I do like dogs much better like this__'__._

'_You__'__re a monster__'__._

_Something cracks inside her head, splintering away into a thousand fragments of__darkness._

_The sound that tears from her throat is something between a roar and scream. She lunges at him, her hands clawed and sharp and she__'__s snarling and he steps back and he has his ink out and her hands grab his hands and the ink spills._

_It__'__s like being__enveloped__in satin, dark and soothing, and the voices in her head quieten, they soften, they purr._

_The power in her veins feels stronger. Everything feels stronger, and she can feel the pain fading, the memories that burn are gone, and she tips her head back, and laughs, a harsh thing that rolls off her tongue and into the air. When she looks back, he__'__s staring at her in horror and fear,__ '__oh my god__'__._

_She laughs, and when she speaks, she feels power rolling off her tongue.__ '__Don__'__t like what you see, darling?__' __Her voice is different, too._

_And__then__he__'__s writing,__scribbling away across that__stupid note pad, and she lunges at him._

_And the landscape changes around her, suddenly, abruptly, she__'__s not in her attic, she__'__s kneeling in thick moss, leaves damp and rotting under her hands and there are trees towering into the air._

_The scream that tears from her throat breaks away into a sob, and she__clutches at her head, words ringing through her mind, and she can hear her father telling her that she is a devil child, her mother, hears them saying, again and again, and then, they stop._

_She smiles._

_She__'__ll give them the devil. She__'__ll give them all the devil._

Everything swirls to a halt, and steadies, and she feels Regina's consciousness more strongly. It swirls and steadies around the memory, and Cruella feels it splinter apart, and she can suddenly taste copper in her mouth, and she'd laugh, if she could. She shouldn't be surprised that the darkness is hiding in the memory of her taking control of her life.

She can feel Regina's magic now, swirling around the darkness, cocooning it, pulling it away from her memories. '_Okay Cruella, this is it. I__'__ve wrapped the darkness in my magic, so when I pull it free, it shouldn__'__t harm your mind. It__'__ll take time, its still got routes in your memories, and if I pull it out without being careful, they might get torn adrift. Which would mean that your timeline would get messed up. You won__'__t know the order of things. You might even think this is a dream__'__._

She wishes that the woman would just get it over with.

Amusement. '_Alright, dear, be patient__'__._

It feels like it takes a long time, and she doesn't actually feel like Regina is doing anything. She wonders if the woman is too weak, whether she doesn't have enough strength yet. She doesn't have much choice but to wait.

And then she tastes something strange, something like fish, smells something suspiciously like rotting meat, and feels something coil against her mind.

She feels Regina's emotions swirl in a panicked confusion at the foreign touch, and she feels as if the woman is curling around her, trying to shield her from whatever magic has joined the spell, and she feels a sense of impending danger and doom that she can do nothing to stop.

'_Blue? Blue, what are you doing?!__' _

She feels the foreign magic latch on to the darkness that Regina's magic is weakly swimming around, latch on with sharp claws that dig and dig and dig, and for one, tiny moment, Cruella knows what is about to happen.

'_Blue, don__'__t!__' _Regina's voice is a scream rebounding in the darkness, merging with the screams of a tiny child locked in an attic, and that is what Cruella feels she has become again.

And then Blue rips the darkness from her memories, tearing the threads from her mind, and Cruella feels as if her mind has been torn apart.

She's screaming, and no one can hear her.

* * *

Ursula knows the moment the spell goes wrong.

For the entire procedure, Cruella is tense as a board, a vein standing out in her neck, and Ursula is sure that her fingers will be bruised from how tightly Cruella is clutching at her. Her eyes are moving rapidly beneath their lids, darting back and forth, and her jaw is tight, her lips pressed into a thin line. She wishes she could help, somehow, wishes that Cruella didn't have to relive this _again_, but there is nothing she can do but sit there and wait for it to be over.

And then Cruella lashes out, her palm striking up and catching Regina's jaw, and Ursula feels something shift.

Regina barely seems to react to Cruella's touch, but her relaxed position has changed, her hand clutches at the edge of the table, and a vein stands out in her forehead. A strange sound escapes her mouth, and Ursula knows that something has gone wrong.

'Something's wrong', she cannot hide how much the thought worries her, and she looks at Robin, and realises that he had come to the same conclusion. His eyes are wide, fearful, and his hands tighten on Regina's shoulders.

Snow leans across the table, and Ursula feels a wave of panic roll over her that nearly makes her gag, because it has not come from her. 'What do you mean? How do you know?' She sounds worried, but Ursula knows she's not worried for Cruella, but for her stepmother.

Ursula shakes her head mutely, and then Regina cries out, her head jerks back, and a moment later, Cruella gasps, the first sound she's made at all, and Ursula's panic hits a peak. Her tentacles snake up the legs of the table, around the back of the chair, and Snow backs away slightly, looking alarmed at the expression on Ursula's face.

Blue is there suddenly, between the two women, looking from one to the other with a frown etched between her brows, and it is the first time Ursula has seen the fairy's emotions reflected in her body language. A muscle in her jaw twitches, and she makes a sound suspiciously like tutting. 'Oh dear. It appears Regina's spell went haywire when Ms Devil hit her'. She sounds disgustingly unconcerned, and Ursula wonders if she's mistaken in believing she hears a hint of glee.

'What do you mean, haywire?' Henry sounds like he's trying not to panic.

'Its become something of a two way street. Instead of Regina inspecting Cruella's mind, it appears that they are now sharing each others memories'.

Ursula doesn't think she's ever seen Robin look so horrified. He looks down at Regina, his face white and tight, and when he speaks, his voice is low and trembling. 'Can we stop it?'

Ursula wonders exactly what sort of memories he's afraid that Regina will relive. Blue shrugs. 'Not without stopping the spell entirely'.

Snow looks worried, but Ursula can see that she's weighing their options. Emma is the one to speak, leaning over the table. 'Unless you feel it get really urgent, don't stop it. It could potentially have more severe effects'. She casts a glance at Ursula, and the woman nods. It feels strangely good, to have Emma's support in a room almost entirely full of people who would rather destroy Cruella's mind as a failsafe than even think about doing it gently.

They have been sitting there, tense and alert and worried, for what feels like hours, but is in reality far less, when Ursula feels the magic in the air change. It becomes denser, older, and there is a strange smell, like something stale, like mould growing in the dark, covered in some sort of sweet, flowery perfume that isn't quite successful in hiding the truth. Ursula straightens, a frown creasing her brow, suddenly very alert. Could this be the darkness?

But no, she thinks, it can't be, because she's felt the darkness before, and its not the same. She stands abruptly, pulling Cruella's hand up as she does, her tentacles uncurling from the chair and table, wary and alert. The other's look at her, and Emma stands too, wearing a similar frown of confusion, and worry. She says, 'can you feel that?'

Emma nods, her fingers twitching, white sparks clinging to her skin. 'What is it?'

'What is what?' asks David, his hand lowering to his gun.

Ursula sweeps her gaze across them on, and stops when she sees Blue. The fairy is still standing between the two women, but her her is tilted down, and her eyes are closed, and her hands are no longer clasped in front of her, but extended, and she has her forefingers pressed against Cruella and Regina's temples. Unease uncurls in Ursula's gut, and one of her tentacles snakes around Blue's ankle. Something feels wrong.

Emma's frown deepens. 'What is she doing?'

'Well maybe she's trying to guide Regina's spell?' Snow's voice is raised in question, and though she doesn't sound suspicious, she looks doubtful, and it is enough to have Ursula shaking her head jerkily.

'No, something feels -'

Pain explodes behind her eyes, like lightning tearing through darkness, white hot , and she jerks as if she's been struck across the back of her head, and she dimly registers that Cruella has made the same movement, her head knocking against the back of her chair again, and her knees crack against the floor as her legs give out, and she's vaguely aware of Emma's hands on her shoulders, a panicked shout, and there is a sound of shattering glass, and there is a terribly anguished sound that digs into her eardrums.

There is another sound, a sound that she processes even above what is happening to her, _what is happening to her?_, and its a sound like a train coming off its tracks, screeching and grating, and there is a taste of iron in the air, and blood, and a suffocating weight, and she looks up, her eyes watering, and realises two things.

The anguished scream is coming from Cruella.

And herself.

Ursula snaps her mouth shut, but the sound doesn't stop, and she relises that she was an echo, echoing what Cruella was feeling, and the woman's mouth is open, her eyes wide and staring, her back is arched, and her hands are gripping the edges of her chair, and Blue is pressing hard against her temple, and she becomes aware that Regina is making a sound like an animal in distress, her hand scrabbling at Blue's at her temple, eyes wide and desperate, and Ursula _understands_.

She surges to her feet, her tentacles thrashing around in the air.

And then the darkness seems to explode into existence, rushing out of Cruella's eyes and mouth, its thick and crackling, like a storm cloud, oily like tar, tinged purple, and then its there in the air above them, and Emma extends her arms and white magic forms around her hands, blinding, and spluttering, flickering and weak, but its enough, because the darkness seems to scream, a horrible sound that has everyone clutching their ears, and it surges past them and out of the broken windows, and is gone.

It all happens in the space of a few seconds.

Emma seems to sag, as if that small display of magic was too much, she practically falls into a chair, and Ursula feels dizzy, she feels sick. She focuses on Cruella, Cruella who has gone silent, limp and heavy, her mouth slack and her eyes closed. There is blood trickling from her nose.

She's there in an instant, a hand cradling the back of Cruella's head, another pressing against her nose gently. She's worried about suffocating her, because she doesn't seem to be breathing properly. She looks up at Blue, rage thickening her voice, 'what the _fuck_ did you do?'

There is a shuddering gasp, and Regina is awake, and on her feet, and she tears away from Robin and she's suddenly there, a hand on the back of Cruella's head, her fingers overlapping Ursula's, and there are sparks crackling across her skin, dancing at her finger tips as she rests her other hand on Cruella's forehead.

And Ursula realises that Regina is crying. Silent tears track down her face, and she doesn't even seem to realise, and she's shaking so hard that Ursula can feel it where their hands are touching, and there is horror in her dark eyes, swirling together with despair and shock and growing, fiery anger.

And Ursula is terrified.

'Regina -', her voice breaks, and she doesn't even care, not now, not when there is something horribly wrong, 'Regina, what just happened?'

Regina doesn't even seem to hear her, doesn't hear Robin, or Henry, or Emma, when they repeat her question, her attention is on Cruella, Cruella who lies there limp, her face whiter than a sheet, blood leaking steadily from her nose. She tries to speak, and she makes a garbled sound that sounds like a sob. Her memories are swirling around in her head, terrible memories that were usually confined to her nightmares, and she's remembering Cruella's words from the night before, _we have too much in common for my liking, darling, _and god, she hadn't realised just how accurate that was. She wants to burn the memories from her brain, hers and Cruella's, twisting and twining together in her head.

Her shoulders are heaving, her hands encased in flames that creeps up towards her elbows, she feels out of control and Robin is there, his hands on her upper arms, trying to calm her down, trying to hold her together, and Snow is speaking, 'Regina, what's wrong? We did it, the darkness is out of her, she…' Snow stops, she finally seems to register that there is something terribly wrong with Cruella, and something like concern passes over her victorious expression. 'What… what's wrong with her?'

'Blue', Regina hisses, turning to look at the Blue Fairy, and the tiny woman stands on the other side of the table with her hands folded neatly in front of her, serene and uncaring, as if she doesn't understand what she's done, as if she hasn't done anything. 'Blue, you… I can't…' she can't speak, part of her is aware that Henry and Roland are there and _everyone _is there and she doesn't know how to word what just happened, and Ursula's expression is growing more and more horrified, her tentacles are lashing about in the air around them, they've already broken her windows, and still Cruella hasn't moved, Ursula has a hand over her nose, but there is blood welling up under her fingers.

Emma turns to the fairy, frowning severely, and she grabs the woman's shoulder roughly. Regina's distress is infectious, and there have only been a few other times when she's seen the other woman so horrified and shaken. 'Blue, tell us what happened'. Its an order, a sharp, furious command, and she doesn't care if its basically a threat.

There is something terribly wrong here, and Blue doesn't seem to be at all affected. The fairy stares at Regina for a moment, and then looks at Cruella, her eyebrows raised slightly. 'Well, as we realised, the spell went haywire when Cruella lashed out. I sensed when Regina finally located the Dark One's magic, and I sensed she was too drained and distracted to actually do anything about it. So, I helped'.

'Helped?!' Regina's voice is like a screech, and Henry flinches. 'I had it under control Blue!' The woman takes a shuddering breath and wipes the tears furiously from her face. 'She wasn't careful. She didn't even… she latched on to the darkness, and ripped it out, without even trying to be gentle'.

Emma has absolutely no idea what that means, or why it has done what it's done, but the way Regina says it, the phrasing, is enough to send a shudder running up her spine. She stares at Cruella, and feels her throat tighten. The woman hasn't moved. She's sitting slumped in Ursula's arms, her head lolling limply, her eyes wide and staring at nothing, and suddenly Emma feels like she's going to be sick. She grabs hold of Blue's shoulders, and shakes her. The little fairy lets out a startled cry. 'Fix it. Whatever you did to her mind, _fix it_'.

Blue raises her eyebrows, wrenching herself away from Emma with surprising strength. 'There is nothing _to _fix. I haven't actually caused any damage'.

Regina takes a steadying breath, trying not to let the panic and horror overwhelm her. Ursula grabs her by the shoulder. 'Regina, what's happening? What do I do?'

'We need to wake her up. Her timeline is wrong. She's lost in her memories because Blue tore the darkness out and her memories came loose in the process. Blue, do it'. When the fairy doesn't move, the fire in Regina's eyes roars, and white smoke, tinged with red, issues from her hands, '_now_, Blue'.

She'd do it herself, except she's used too much energy since last night. That spell took more out of her than she'd expected, especially since it went haywire. There is a half formed knowledge that now, Cruella knows her worst memories as well.

Emma fixes the fairy with her most frosty glare. 'Blue?'

Blue glances at Snow and David. Regina doesn't see what happens, and she doesn't want to look at Snow, for fear of seeing something she doesn't want to. But then Blue sighs, and steps up to Cruella, and places a hand on her forehead.

Ursula stands there, wrapped around the woman, watching Blue like a predator watching her prey, lips pulled back in a slight snarl, eyes hiding a storm.

Regina wonders, like a detached thought sprinting across her confused mind, what would happen if Ursula lost Cruella thanks to the fairy. Whether she'd turn on them. Because Regina has come to believe that Ursula is not a villain, and might never have been, but she's someone who loves with an intensity that can burn, and Regina doesn't think - she knows - that Ursula will not let this go.

It take a few minutes, but then Cruella's eyes open slowly as Blue steps away, magic curling at her temples, leaving the fairy's fingers in a soft, smoky trail. Regina can feel the tension in the room, as tight and tense as her own shoulders.

Cruella blinks, once twice, three times, before her eyes finally seem to focus. Her expression is a strange one, smooth and blank, like whatever she's feeling isn't processing, as if her body hasn't caught up with what's just happened.

Ursula lets Cruella go, and steps back, touching her lightly on the shoulder. Maybe she's afraid the woman will lash out. Maybe she understands that the woman might need space.

There is a pause. The blood has dried on Cruella's face, and Regina remembers the way Cruella broke Rumpelstilskin's nose. She remembers the conversation she had with Cruella last night, and feels a hint of guilt curl in her chest. She shouldn't have let Blue into the room. She made Cruella a promise, and inadvertently, she broke it. And she should've known better, because she knows Blue, and she should've known something like this would happen.

Cruella moves suddenly, she's out of the chair and on her feet, a hand on the wall to support herself, and her eyes flicker rapidly between them all, wide and startled and frightened, she looks like a wounded, caged animal, and Regina realises that she's not seeing them at all. Blue ripped a hole in her memories and those memories are scattering across the woman's mind, and Regina had tried to leave them as untouched as possible, but the fairy effectively did exactly what Rumple did, and she can practically see the memories streaming behind Cruella's eyes, and now, now she knows exactly why the woman is backing away slowly.

'Leave us', Ursula's voice is like a whip crack, slicing through the tension, powerful and commanding.

There is a pause, and Ursula does not take her eyes off Cruella, but her tentacles uncurl, and this time, Regina doesn't think its just a display of power. One slides across the ground and curls tightly around Blue's waist, and another hooks loosely around Regina's ankle. Regina is not afraid, because somehow she recognises that this is Ursula's way of asking her for help without having to voice the words.

'Leave us', Regina repeats Ursula's words, and this time, they listen. Robin gives her shoulder a squeeze before picking up Roland, and putting his hand on Henry's back. Snow and David back away with concerned glances, and Emma does not look away until Killain has helped her out of the room.

'Regina', says Ursula, her voice cold and commanding, 'how do I fix this?'

Regina hesitates. 'You need to put her memories back in order. Fix the timeline in her head. She's okay, but until you do, she might not ever understand that this is here and now'.

Blue gasps, Ursula's tentacle curled tightly around her. Ursula tilts her head towards the fairy slightly, but her eyes remain on Cruella. 'If this isn't fixable', she says, like the calm before a storm, 'I will kill you, sprite'.

Regina takes a deep breath, and says, 'Ursula, you should hurry'.

Ursula approaches Cruella carefully, slowly, hands held up, and all Regina can see is the back of her head. Cruella's eyes focus on the sea witch, and she blinks, and the terrified expression fades, just slightly, just enough.

When Ursula reaches for her, hands coming up to cup her face, Cruella does not back away. She stands, shoulders hunched, and she stares at Ursula as if she is the only real thing in the world, and Regina feels something loosen in her chest at the knowledge that Cruella is not seeing someone else.

Ursula starts to sing, softly, gently, like a caress, and the words fill the air and wrap around Cruella, and the woman closes her eyes. Regina can feel the tail end of the ancient spell, feels tiny threads curl into her mind, and it is soothing, so soothing, like a lullaby, and she can feel the memories she saw backing away from it, quietening, and breathes a sigh of relief. Its like cooling a burn.

When the last words die away, Cruella seems to sag. When she opens her eyes, Regina feels relief expand like a huge bubble in her chest, because there are no longer memories streaming behind her eyes, and Cruella surges forward to kiss Ursula fiercely, like they're not even there, and maybe its just that she doesn't care anymore, and everything feels like it might be okay, (despite the rest of the darkness, out there somewhere, waiting, waiting, waiting), because the damage was done, and now Ursula's fixed it.

Ursula turns to look at Blue, her tentacle uncoiling slowly, and she doesn't let go of Cruella's hand. The thin woman leans against the wall for a moment, she looks exhausted, she still looks caged, as if everything that has just happened is suddenly becoming too much, and Regina recognises that look, because she's seen it in the mirror so many times. Cruella looks like she's on the verge of breaking, hanging on by a thread that frays and unravels as the seconds pass, she looks like she's about to break and desperately wants to be alone when that happens.

She's not sure if Ursula notices, because the sea witch is staring at Blue with a look could rival Regina's when she was about to commit murder. 'If you try anything like that again, sprite, you will pay. I don't care how many people stand in my way, how many heroes. I will end you'.

Blue runs her hands down her front to smooth out the wrinkles in her dress and purses her mouth primly. 'You two will never win', she says, a kind of fury on her face that Regina has never seen before, 'you're villains. Whatever happy ending you think you can have, it won't last. You're not redeemed, and what you just said proves that'. She sneers, and it is ugly. 'I should've saved you the trouble'.

Something in Ursula's eyes snaps. The sea witch lunges at the fairy, her tentacles surging, one wraps around Blue's waist, another around her neck, and Ursula slams her into the wall, a sound like a snarl issuing from her lips, her hands coming to rest on the wall so that she's right up in the choking fairy's face, her expression wild and angry.

'Ursula, stop!' Regina grabs the sea witch by her shoulders and tries to pull her away, and its not because she likes Blue at all, because she really, really doesn't, but she's thinking of Snow and David and their absolute dislike of these two, she's thinking of how ready they are for these two to do something wrong, how they're almost waiting for it, and she doesn't want to see these two hurt anymore, she doesn't want to see them kicked out, or locked up, because god knows there's been enough of that.

Ursula's jaw is set and her eyes wild and she's hissing, 'are you any better, sprite, huh? Look me in the eye and tell me that you've never killed people, that you've never been responsible for people's deaths, look me in the eye and tell me that there isn't a reason why your magic stinks of rot!'

She slams her into the wall again and Regina pulls at her shoulders, but the woman has the sea running through her veins and Regina doesn't have any strength left in her. 'Ursula, please, stop! We've got bigger things to worry about! Listen to me', she ducks under Ursula's arms, under her flailing tentacles, ends up squeezed in between the two women, incredibly close to Ursula's face because the woman will not back down, 'please, listen, we need to focus on the darkness, okay? As long as its out there, Cruella will be in danger. We need Blue'.

Ursula stares into her eyes for a long moment, and she's so close that Regina can see how long her eyelashes are. The only sound comes from Blue, spluttering and choking behind her.

Then Urusla relaxes, her tentacles retract, and Blue drops to the ground, coughing raggedly. Regina ignores her. Ursula backs up, removing herself from Regina's personal space, and folds her arms over her chest, her tentacles retreating under her clothes. Regina has the distinct impression that she's trying to physically restrain herself.

Regina places a hand on the woman's shoulder, light and hesitant, and Ursula's eyes snap to her. The woman breathes out slowly. Her expression is unreadable. 'Thank you, Regina. For your help. I know you tried to do it gently'.

Regina nods. 'We'll stop this, Ursula. You _will _have your happy endings'. She feels like it needs to be said after what just transpired, and she wants to say so much more, things about what Cruella's memories revealed to her, but she doesn't. She needs to say them to Cruella, first.

Ursula turns her head to look at Cruella, and freezes, panic filtering over her expression.

Regina whips around, searching for what has frightened the woman. It takes her a moment to realise what is wrong.

Cruella is gone.

* * *

**_What do you think? Good, awful, terrible?_**

**_I'm putting Cruella through a lot, don't worry I know, but trust me when I say that things are going to get better. _**

**_Please review and let me know what you think! As always, open to suggestions. _**


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